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0722ORDINANCE NO, A AN ORDINANCE authorizing the issuance of "CITY OF: SOUTHLAKE, TEXAS, TAX NOTES, SERIES 1998"; specifying the terms and features of said notes; levying a continuing direct annual ad valorem tax for the payment of said notes; and resolving other matters incident and related to the issuance, sale, payment and delivery of said notes, including the approval and execution of a Paying AgenFRegistrar Agreement and the approval and distribution of an Official Statement pertaining thereto; and providing an effective date. WHEREAS, pursuant to Chapter 137, Acts of the 73rd Legislature, Regular Session, 1993 (Article 717w, Vemon's Texas Civil Statutes), hereinafter celled the "Act", the City Council is authorized and empowered to issue anticipation notes to pay contractual obligations to be incurred (i) for the construction of any public work and (ii) for the purchase of materials, supplies, equipment, machinery, buildings, lands and rights-of-way for the City's authorized needs and purposes; and WHEREAS, in accordance with the provisions of the ACt, the City Council hereby finds and determines that anticipation notes should be issued and sold at this time to finance the costs of paying contractual obligations to be incurred for (i) the purchase of land for public safety facilities, and (ii) professional services rendered in relation to such projects and purposes and the financing thereof; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1: Authorization - Desiqnation- PdncipalAmount-Purpose. Notes of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $4,275,000, to be designated and bear the title "CITY OF SOUTHLAKE, TEXAS, TAX NOTES, SERIES 1998" (hereinafter referred to as the "Notes"), for the purpose of paying contractual obligations to be incurred for (i) the purchase of land for public safety facilities and (ii) professional services rendered in relation to such projects and purposes and the financing thereof, in conformity with the Constitution and laws of the State of Texas, including Article 717w, V.A.T.CS. SECTION 2: Fully Re,qistered Obli,qations - Note Date - Authorized Denominations-Stated Maturities-Interest Rates. The Notes shall be issued as fully registered obligations only, shall be dated October 15, 1998 (the "Note Date"), shall be in denominations of $5,000 or any integral multiple thereof, and shall become due and payable on February 15 in each of the years and in pdncipat amounts (the "Stated Maturities") and bear interest at the per annum rate(s) in accordance with the following schedule: Year of Principal Interest Stated Matudty Amount Rate(s) 2000 $740,000 3.20% 2001 830,000 3.50% 2002 865,000 3.60% 2003 900,000 3.70% 2004 940,000 3180% The Notes shall bear interest on the unpaid principal amounts from the Note Date at the rates per annum shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months), and such interest shall be payable on February 15 and August 15 of each year, commencing August 15, 1999. SECTION 3: Terms of Payment-Paying A~lent]Re~istrar. The principal of, premium, if any, and the interest on the Notes, due and payable by reason of maturity, redemption or otherwise, shall be payable only to the registered owners or holders of the Notes (hereinafter called the "Holders'3 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 Amedca, which at the time of payment is legal tender for the payment of public and pdvate debts, and shall be without exchange or collection charges to the Holders. The selection and appointment of the Chase Bank of Texas, N.A., Dallas, Texas to serve as Paying Agent]Registrar for the Notes is hereby approved and confirmed. Books and records relating to the registration, payment, transfer and exchange of the Notes (the "Security Register'~ shall at all times be kept and maintained on behalf of the City by the Paying Agent]Registrar, as provided herein and in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement", substantially in the form attached hereto as Exhibit A, and such reasonable rules and regulations as the Paying Agent~Registrar and the City may prescribe. The Mayor and City Secretary are authorized to execute and deliver such Agreement in connection with the delivery of the Notes. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Notes 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 Notes, 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 Notes shall be payable at the Stated Maturity, only upon presentation and surrender of the Notes to the Paying Agent]Registrar at its designated offices in Dallas, Texas (the "Designated PaymentFFransfer Office"). Interest on the Notes shall be paid to the Holders whose name appears in the Secudty Register at the close of business on the Record Date (the last business day of the month next preceding the 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 Secudty Register or (ii) by such other method, acceptable to the Paying Agent]Registrar, requested by, and at the nsk and expense of, the Holder. If the date for the payment of the principal of or interest on the Notes shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Paying AgentJRegistrar 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 odginal date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days pdor to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Secudty Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Non-Redeemable. The Notes shall not be subject to redemption pdor to maturity. SECTION 5: Re.qistration - Transfer - Exchanqe of Notes-Predecessor Notes. The Paying Agent/Registrar shall obtain, record, and maintain in the Secudty Register the name and address of each and every owner of the Notes issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Note may be transferred or exchanged for Notes of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Note to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Note for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Notes of authorized denominations and having the same Stated Matudty and of a like aggregate principal amount as the Note or Notes surrendered for transfer. At the option of the Holder, Notes may be exchanged for other Notes of authorized denominations and having the same Stated Maturity, beadng the same rate of interest and of like aggregate principal amount as the Notes surrendered for exchange, upon surrender of the Notes to be exchanged at the Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Notes are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Notes to the Holder requesting the exchange. All Notes issued in any transfer or exchange of Notes shall be delivered to the Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United ~tates Mail, f~rst 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 Notes surrendered in such transfer or exchange. All transfers or exchanges of Notes 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. Notes canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Notes," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Note or Notes registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Notes" shall include any mutilated, lost, destroyed, or stolen Note for which a replacement Note has been issued, registered, and delivered in lieu thereof pursuant to the provisions of Section 11 hereof and such new replacement Note shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Note. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Note called for redemption, in whole or in part, within 45 days of the date fixed for the redemption of such Note; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Note called for redemption in part. SECTION 6: Book-Entry Only Transfers and Transactions. Notwithstanding the provisions contained in Sections 3 and 5 hereof relating to the payment, and transfer/exchange of the Notes, the City hereby approves and authorizes the use of "Book-Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company (DTC), a limited purpose trust company organized under the laws of the State of New York, in accordance with the requirements and procedures identified in the Letter of Representation, by and between the City, the Paying Agent/Registrar and DTC (the "Depository Agreement") relating to the Notes. Pursuant to the Depository Agreement and the rules of DTC, the Notes shall be deposited with DTC who shall hold said Notes for its participants (the "DTC Participants"). While the Notes are held by DTC under the Depository Agreement, the Holder of the Notes 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 Note (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 Notes 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 Notes, the City covenants and agrees with the Holders of the Notes to cause Notes to be printed in definitive form and provide for the Note certificates to be issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the -4- Notes in definitive form shall be assigned, transferred and exchanged on the Secudty Register maintained by the Paying Agent/Registrar and payment of such Notes shall be made in accordance with the provisions of Sections 3 and 5 hereof. SECTION 7: Execution - Reqistration. The Notes 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 Notes may be manual or facsimile. Notes beanng the manual or facsimile signatures of individuals who are or were the proper officers of the City on the Note 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 atthe time of delivery of the Notes to the initial purchaser(s) and with respect to Notes delivered in subsequent exchanges and transfers, all as authorized and provided in the Bond Procedures Act of 1981, as amended. No Note shall be entitled to any dght or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Note 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 Note shall be conclusive evidence, and the only evidence, that such Note has been duly certified, registered, and delivered. SECTION 8: Initial Note. The Notes herein authorized shall be initially issued either (i) as a single fully registered note in the total principal amount of $4,275,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T-l, or (ii) as five (5) fully registered Notes, being one note for each year of matudty in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter celled the "Initial Note(s)") and, in either case, the Initial Note shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Note(s) shall be the Notes 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 Note(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Note(s) delivered hereunder and exchange therefor defini{Jve Notes of authorized denominations, Stated Maturities, principal amounts and beadng applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor, all pursuant to and in accordance with such wdtten 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 8: Forms. A. Forms Generally. The Notes, 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 pdnted on each of the Notes, 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 -5- such letters, numbers, or other marks of identification (incJuding identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the Amedcan Bankers Association) and such legends and endorsements (including insurance legends in the event the Notes, 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 Notes as evidenced by their execution. Any portion of the text of any Notes may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The definitive Notes and the initial Note(s) shall be pdnted, lithographed, or engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Notes as evidenced by their execution thereof. B. Form of Note. REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF SOUTHLAKE, TEXAS, TAX NOTE, SERIES 1998 Note Date: Interest Rate: Stated Maturity: CUSIP NO: October 15, 1998 % Registered Owner: Principal Amount: DOLLARS The City of Southlake (hereinafter referred to as the "City"), a body corporate and political subdivision 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 Matudty date specified above, without dght of pdor redemption, the Principal Amount stated above and to pay interest on the unpaid principal amount hereof from the Note Date at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing August 15, 1999. Principal of this Note is payable at its Stated Matudty to the registered owner hereof, upon presentation and surrender, at the Designated Payment~'ransfer Office of the Paying AgentJRegistrar executing the registration certificate appearing hereon, or its successor. Interest is payable to the registered owner of this Note (or one or more Predecessor Notes, 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 Secudty Register or by such other method, AIl payments of principal of, premium, if any, and interest on this Note shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of Amedca which at the time of payment is legal tender for the payment of public and pdvate debts. This Note is one of the sedes specified in its title issued in the aggregate principal amount of $4,275,000 (herein referred to as the "Notes") for the purpose of paying contractual obligations to be incurred for (i) the purchase of land for public safety facilities, and (ii) professional services rendered in relation to such projects and purposes and the financing thereof, under and in strict conformity with the Constitution and laws of the State of Texas and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance"). The Notes 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 ali of the provisions of which the owner or holder of this Note 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 Notes; the terms and conditions relating to the transfer or exchange of this Note; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the Hghts, duties, and obligations of the City and the Paying Agent/Registrar, the terms and provisions upon which this Note may be discharged at or pdor 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 Note, subject to certain limitations contained in the Ordinance, may be transferred on the Secudty 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 Secudty Register occurs, one or more new fully registered Notes of the same Stated Maturity, of authorized denominations, beadng 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 Secudty Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Note as the owner entitled to payment of principal hereof at its Stated Maturity and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying AgentJRegistrar, 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 pdor to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Secudty 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 Notes 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 Notes 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 Notes 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 Notes by the levy of a tax as aforestated. In case any provision in this Note 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 Note 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 Note to be duly executed under the official seal of the City as of the Note Date. CITY OF SOUTHLAKE, TEXAS COUNTERSIGNED: Mayor City Secretary (SEAL) C. *Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Note only. 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 Note has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) D. Form of Certificate of Payinq A.qent/Re,qistrar to appear on Definitive Notes only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Note has been duly issued and registered under the provisions of the within-mentioned Ordinance; the note or notes of the above entitled and designated sedes originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. The designated offices of the Paying Agent/Registrar located in Dallas, Texas, is the "Designated Payment/Transfer Office" for this Note. Registration Date: CHASE BANK OF TEXAS, N.A., Dallas, Texas, as Paying Agent/Registrar *NOTE TO PRINTER: By Authorized Signature Do Not Pdnt on Definitive Notes -9- E. Form of Assiqnment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Pnnt or typeWrite name, address, and zip code of transferee:) ..................... ...................................................................................................................... (Social Secunty or other identifying number~ ............................. ) the within Note and all dghts thereunder, and hereby irrevocably constitutes and appoints ....................................................................... attorney to transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises. DATED: .................. NOTICE: The signature on this Signature guaranteed: assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular. The Initial Note(s) shall be in the form set forth in para.qraph B of this Section, except that the form of a sinqle fully re.qistered Initial Note shall be modified as follows: (i) immediately under the name of the headings "Interest Rate __ Matudty __" shall both be omitted; "and "Stated (ii) paragraph one shall read as follows: Registered Owner: Principal Amount: Dollars The City of Southlake (hereinafter referred to as the "City"), a body corporate and municipal corporation in the Counties of Tarrant and Denton, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount hereinabove stated on February 15 in each of the years and in principal installments in accordance with the following schedule: PRINCIPAL INTEREST YEAR INSTALLMENTS RATE (Information to be inserted from schedule in Section 2 hereof). lwithout dght of prepayment pdor to maturity) and to pay interest on the unpaid principal amounts hereof from the Note Date at the per annum rate(s) of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 of each year, commencing August 15, 1999. Principal installments of this Certificate are payable at its Stated Matudty or on a prepayment date to the registered owner hereof by Chase Bank of Texas, NA., Dallas, Texas (the "Paying Agent/Registrar"), upon presentation and surrender, at its designated offices in Dallas, Texas (the "Designated Payment/Transfer Office"). Interest is payable to the registered owner of this Certificate whose name appears on4he "Security Register" maintained by the Paying Agent/Registrer at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date hereof and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Secudty Register or by such other method, acceptable to the Paying Agent/ Registrar, requested by, and at the dsk and expense of, the registered owner. All payments of principal of, premium, if any, and interest on this Note shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of Amedca which at the time of payment is legal tender for the payment of public and pdvate debts. SECTION 10: Levy of Taxes. To provide for the payment of the "Debt Service Requirements" of the Notes, being (i) the interest on the Notes and (ii) a sinking fund for their redemption at matudty 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 Notes 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 Notes 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 Notes shall be kept and maintained by the City at all times while the Notes are Outstanding, and the taxes collected for the payment of the Debt Service Requirements on the Notes shall be deposited to the credit of a "Special 1998 Note 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 Notes. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent/Registrar for the Notes, 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 Notes 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 Notes. SECTION 11: Mutilated-Destroyed-Lost and Stolen Notes. In case any Note shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Note of like form and tenor, and in the same denomination and beadng a number not contemporaneously outstanding, in exchange and substitution for such mutilated Note, or in lieu of and in substitution for such destroyed, lost or stolen Note, 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 Note, 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 delive~ of a replacement Note shall be borne by the Holder of the Note mutilated, or destroyed, lost-or stolen. Ever~ replacement Note 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 Notes; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Notes. 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 Notes. SECTION 12: Satisfaction of Obligation of (~ity. 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 Notes, 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. Notes 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 Notes or the principal amount(s) thereof at maturity or the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Notes, or the principal amount(s) thereof, on and prior to the Stated Matudty 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 Govemment Securities will be made under this Section and no use made of any such deposit which would cause the Notes 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 Notes, 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 Notes and remaining unclaimed for a pedod of four (4) years after the Stated Maturity, or applicable redemption date, of the Notes 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 shatl be subject to any applicable unclaimed property laws of the State of Texas. The term "Govemment Securities", as used herein, means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of Amedca, which are non-callable pdor to the respective Stated Maturities of the Notes and may be United States Treasury Obligations such as the State and Local Government Sedes and may be in book-entry form. SECTION 13: Ordinance a Contract - Amendments - Outstandinq Notes. 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 Note 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 cudng of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a majodty in aggregate principal amount of the Notes 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 Notes, 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 Notes, reduce the principal amount thereof, or the rate of interest thereon, or the redemption pdce, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Notes, (2) give any preference to any Note over any other Note, or (3) reduca the aggregate principal amount of Notes 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 Notes means, as of the date of determination, all Notes theretofore issued and delivered under this Ordinance, except: (1) those Notes cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Notes 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 Notes which have been replaced with Notes 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 14, the following terms have the following meanings: "Closing Date" means the date on which the Notes 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 Notes. "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 Notes are invested and which is not acquired to cen'y out the governmental purposes of the Notes. "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 Notes. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations and (2) the Notes has the meaning set forth in Section 1.148- 4 of the Regulations. (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Note 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 Note, the City shall comply with each of the specific covenants in this Section. (c) No Pdvata Use or Pdvate Payment-~. 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 Matudty of Notes: (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 Notes, 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 carded 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 Notes or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectJy 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 Pdvate 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 Notes to make or finance loans to any person or entity other than a state or local govemment. 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 Hiqher 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 pdor to the final Stated Maturity of the Notes 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 Notes. (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 aCti0i3 which w0~d cause the Notes to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. (g) Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (h) Rebate of Arbitrage Profits Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder~ (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Note is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Notes 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 Notes until six years after the final Computation Date. (3) As additional consideration for the purchase of the Notes 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 Note 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 Notes 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 -t6- of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. (i) Not to Divert Arbitraqe 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 pdor to the earlier of the Stated Matudty or final payment of the Notes, 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 Notes not been relevant to either party. (j) Elections. The City hereby directs and authorizes the Mayor, City Secretary, City Manager and Director of Finance, individually or jointly, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Notes, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. SECTION 15: Sale of the Notes. Pursuant to a public sale for the Notes, the bid submitted by Prudential Securities Incorporated (herein refen'ed to as the "Purchasers") is declared to be the best bid received producing the lowest true interest cost rate to the City, and the sale of the Notes to said Purchasers at the pdce of par and accrued interest to the date of delivery, plus a premium of $-0-, is hereby approved and confirmed. Delivery of the Notes to the Purchasers shall occur as soon as possible upon payment being made therefor in accordance with the terms of sale. SECTION 16: Official Statement. The Official Statement prepared in the initial offering and sale of the Notes by the City, together with all addendas, supplements and amendments thereto issued on behalf of the City, is hereby approved as to form and content, and the City Council hereby finds that the information and data contained in said Official Statement pertaining to the City and its financial affairs is true and correct in all matedal 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. The use of such Official Statement in the reoffedng of the Notes by the Purchasers is hereby approved and authorized. SECTION 17: Control and Custody of Notes 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 pdnfing and supply of definitive Notes, and shall take and have charge and control of the Initial Note pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the initial purchasers. Furthermore, the Mayor, 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 documents and certifications relating to the City and the issuance of the Notes, including certifications as to facts, estimates, circumstances and reasonable expectations pertaining to the use, expenditure, and investment of the proceeds of the Notes, as may be necessary for the approval of the Attomey General, the registration by the Comptroller of Public Accounts and the delivery of the Notes to the purchasers, 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 Note to the purchasers and the initial exchange thereof for definitive Notes. SECTION_18: Proceeds of Sale. The proceeds of sale of the Notes, excluding the accrued interest received from the purchasers, shall be deposited in a construction fund maintained at the City's depository bank. Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in authorized investments and any investment earnings realized shall be expended for such authorized projects and purposes or deposited in the Interest and Sinking Fund as shall be determined by the City Council. Accrued interest and premium, if any, received from the sale of the Notes and any excess note proceeds, 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: Noficesto Holders-Waiver. VVheraver this Ordinance provides for nofice to Holders of any event, such notice shall be sufficiently given (unless other'wise 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 Secudty 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 Notes. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 20: Cancellation. All Notes surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Notes previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and ail Notes so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Notes held by the Paying Agent/Registrar shall be returned to the city. SECTION 21: Legal Opinion. The obligation of the Purchasers to accept delivery of the Notes is subject to being furnished a final opinion of Fulbdght & Jaworski L.L,P., Attorneys, Dallas, Texas, approving such Notes as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for such Notes, A true and correct reproduction of said opinion is hereby authorized to be printed on definitive pdnted obligations, SECTION 22: CI, J~IP Numbers. CUSIP numbers may be pdnted or typed on the definitive Notes. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Notes shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving the Notes as to legality are to be held responsible for CUSIP numbers incorrectly pdnted or typed on the definitive Notes. SECTION 23: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any dght, 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 24: Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 25: Goveminq Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of Amedce. SECTION26: EffectofHeadin,qs. TheSectJonheadingshereinareforconvenience only and shall not affect the construction hereof. SECTION 27: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 28: SeverabiliW. 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 29: Continuinq 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. "NRMSIFC 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. "t ule" 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 depositor~ within the meaning of the Rule from time to time. (b) Annual Reports. The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year (beginning with the fiscal year ending September 30, 1998) financial information and operating data with respect to the City of the general type included in the final Official Statement approved by Section 16 of this Ordinance, being the information described in Exhibit B hereto. Financial statements to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit B hereto and (2) audited, if the City commissions an audit of such statements and the audit is completed within the pedod dudng which they must be provided. If audited financial statements are not available at the time the financial information and operating data must be provided, then the City shall provide unaudited financial statements for the applicable fiscal year to each NRMSIR and any SID with the financial information and operating data and will file the annual audit report, when and if the same becomes available. If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) pdor 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 offedng document, if it is available from the MSRB) that theretofore has been provided to each NRMSlR and any SID or filed with the SEC. (c) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Notes, if such event is matedal within the meaning of the federal securities laws: 2. 3. difficulties; 4. 5. 6. Notes; and Principal and interest payment delinquencies; Non-payment related defaults; Unscheduled draws on debt service reserves reflecting financial Unscheduled draws on credit enhancements reflecting financial difficulties; Substitution of credit or liquidity providers, or their failure to perform; Adverse tax opinions or events affecting the tax-exempt status of the 7. Modifications to dghts of holders of the Notes; 8. Note calls; 9. Defeasances; 10. Release, substitution, or sale of property secudng repayment of the Notes; 11. Rating changes. -20- The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such Section. (d) Limitations, Disclaimers, andArnendments. The City shall be obligated to observe and perform the ~ovenants specified in this Section while, but only while, the City remains an "obligated person" with respect to the Notes within the meaning of the Rule, except that the City in any event will give the notice required by subsection (c) hereof of any 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 Notes, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable dght, 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 matedal 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 othem~ise, except as expressly provided herein. The City does not make any representation or warranty concaming such information or its usefulness to a decision to invest in or sell Notes at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY NOTE 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 underwriters to purchase or sell Notes in the pdmary offedng of the Notes 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 majodty in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Notes 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 Notes. 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 dght to do so would not prevent underwriters of the initial public offedng of the Notes fromtawfuiiy purchasing or selling Notes in such offering, if the City so amends the provisions of this Section, it shall include w~th any amended financial information or operating data next provided in accordance wffh subsection (b) an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 30: Public Meetinq. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by V.T.C.A., Government Code, Chapter 551. SECTION 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, October 6, 1998. PASSED ON SECOND READING AND ADOPTED, this October 20, 1998. CITY OF SOUTHLAKE, TEXAS Mayor ATTEST: City Secretary (City Seal) APPROVED AS TO LEGALITY: City Attorney /' / / -22- EXHIBIT PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of October 20, 1998 (this "Agreement"), by and between the City of Southlake, Texas (the "Issuer"), and Chase Bank of Texas, National Association, a banking association duly organized and existing under the laws of the United States of Amedca, (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of Southlake, Texas, Tax Notes, Sedes 1998" (the "Notes") in the aggregate principal amount of $4,275,000, such Notes to be issued in fully registered form only as to the payment of principal and interest thereon; and WHEREAS, the Notes are scheduled to be delivered to the initial purchasers on or about November 17, 1998; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Notes and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Notes; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Notes, and, as Paying Agent for the Notes, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Notes as the same become due and payable to the registered owners thereof; all in accordance with this Agreement and the "Note Resolution" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Notes and, as Registrar for the Notes, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Notes and with respect to the transfer and exchange thereof as provided herein and in the "Note Resolution". The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Notes. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days pdor to the close of the Fiscal Yea~'of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incun'ed or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE 'T~VO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as othenwvise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Note means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Note which has become accelerated pursuant to the terms of the Note. "Bank Office" means the principal offices of the Bank at the address appearing on page 9 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Fiscal Year" means the fiscal year of the Issuer, ending September 30th. "Holder" and "Note Holder" each means the Person in whose name a Note is registered in the Note Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor, City Manager, Director of Finance or City Secretary, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Notes" of any particular Note means every previous Note evidencing all or a portion of the same obligation as that evidenced by such particular Note (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen EXHIBIT ,re for which a replacement Note has been registered and delivered pursuant to Section 4.0~ hereof and the Resolution). means the reSOlUtion, order, or ordinance of the governing ~- or an~ "Note Resolution" of the Issuer pursuant to which the Notes are issued, certified by the Secretary other officer of the Is~Suer and delivered to the Bank. "Note Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfers of NoteS. ,'Redemption Date" when used with respeCt to any Note to be redeemed means the date fixed for such redemption pursuant to the terms of the Note Resolution. -Responsible Officer" when used with respect to the Bank means the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of the Executive committee of the Board of Directors, the president, any Vice President, the the Treasurer, any Assistant Treasurer, the Cashier, Secretary, any Assistant secretarY, . or any other officer of any Assistant Cashier, any Trust Officer or Assistant Trust Officer, the Bank customarily performing functions similar to those performed by any of the above designated officers and also meanS, with respeCt to a pa~cular corporate trust matter, any other officer to whom suCh matter is referred because of his knowledge of and familiariW with the particular subject. "Stated MaturitY" means the date speCified in the Note Resolution the pdncipal of a Note is scheduled to be due and payable. Section2.02. Other Definitions. Theterms Bank'" "issuer'" and "N°tes (N°te)" have the meanings assigned to them in the recital Paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement· ARTICLE THREE pAYiNG AGENT · A ent the Bank shall, provided of P,/ ?.. ; ;ebyoronbeha fofthelssuer' adequaStee collected funds have cee. ~ ..... at its Stated MaturitY, Redemption Date, pay on behalf of the issuer the principal of each Note or Acceleration Date, to the Holder upon surrender of the Note to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the issuer, pay on behalf of the issuer the interest on each Note when due, by computing the amount of interest to be paid each Holder and making be payment the eo! to the Holders of the Notes (or their Predecessor Notes) on the Record Date. on the All payments of p~ncipal and/or interest on the Notes to the registered owners shall fiduciary account provided in Section 5 05 hereof, sent bY United States mail, first class, postage accomplished (1) by the issuance of checks, payable to the registered owners, drawn -3- EXHIBIT prepaid, to the address appearing on the Note Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's dsk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Notes at the dates specified in the Note Resolution. ARTICLE FOUR REGISTRAR Section 4.01. Note Reqister- Transfers and Exchanqes. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Note Register") for recording the names and addresses of the Holders of the Notes, the transfer, exchange and replacement of the Notes and the payment of the principal of and interest on the Notes to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the Note Register. All transfers, exchanges and replacement of Notes shall be noted in the Note Register. Every Note surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Notes Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in wdting. The Bank may request any supporting documentation it feels necessary to effect a re-registration, transfer or exchange of the Notes. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Notes, the exchange or transfer by the Holders thereof will be completed and new Notes delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Notes to be cancelled in an exchange or transfer and the wdtten instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Notes to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of pdnted Notes will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Notes in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other govemments or corporations for which it serves as registrar, or that is maintained for its own securities. Section 4,03, Form of Note P,e,qister. The Bank, as Registrar, will maintain the Note Register relating to the registration, payment, transfer and exchange of the Notes in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not -4- EXHIBIT A be obligated to maintain such Note Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Note Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Note Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Note Register. The Issuer may also inspect the information contained in the Note Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or discJose the contents of the Note Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and pdor to the release or disclosure of the contents of the Note Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Note Register. Section 4.05. Return of Cancelled Certificates The Bank will, at such reasonable intervals as it determines, cancel and destroy, pursuant to the Securities and Exchange Act of 1934, all Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost or Stolen Secudfie,~ The Issuer hereby instructs the Bank, subject to the provisions of Section 11 of the Note Resolution, to deliver and issue Notes in exchange for or in lieu of mutilated, destroyed, lost, or Stolen Notes as long as the same does not result in an ovedssuance. In case any Note shall be mutilated, or destroyed, lost or stolen, the Bank may execute and deliver a replacement Note of like form and tenor, and in the same denomination and beadng a number not contemporaneously outstanding, in exchange and substitution for such mutilated Note, or in lieu of and in substitution for such destroyed lost or stolen Note, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Note, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Note shall be borne by the Holder of the Note mutilated, or destroyed, lost or stolen. Section 4.07. Transaction Information to Issuer. The Bankwill, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Notes it has paid pursuant to Section 3.01, Notes it has delivered upon the transfer or exchange of any Notes pursuant to Section 4.01, and Notes it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Notes pursuant to Section 4.06. ARTICLE FIVE THE BANK £XH!Btl' A. Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions fumished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or dsk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its dghts or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactor~j to it against such dsks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper part~ or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Notes, but is protected in acting upon receipt of Notes containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, 'notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the whtten advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Notes shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Note, or any other Person for any amount due on any Note from its own funds. Section 5.04. May Hold Notes. The Bank, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying AgentJRegistrar, or any other agent. Section 5.05. Moneys Held by Bank- FiduciaryAccount/(;ollateralization. A fiducianj account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the Notes, and money deposited to the credit of such account until paid to the Holders of the Notes shall be continuously collataralized by securities or obligations which qualify and are eligible under beth the laws of the State of Texas and the laws of the United States of Amedca to secure and be pledged as collateral for fiduciary accounts to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such fiduciary account shall be made by check drawn on such fiduciary account unless the owner of such Notes shall, at its own expense and dsk, request such other medium of payment. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the appliceble unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of the principal, premium (if any), or interest on any Note and remaining unclaimed for four years after final matudty of the Note has become due and payable will be paid by the Bank to the Issuer, and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank its directors, officers, and employees, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, adsing out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where either the Bank Office or the administrative offices of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the dght to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. DTServices. It is hereby represented and warranted that, intheeventthe Notes are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", effective December 12, 1994, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS 730891.1 -7- £XHI8ll' Section 6.01. Amendment This Agreement may be amended only by an agreement in wdflng signed by both of the parties hereto. Section 6.02. Assi~3nment This Agreement may not be assigned by either party without the pdor written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 9. Section 6.04. Effect of Headin.qs. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assiqns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not Section 6.06. Severebility. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of A.qreement Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable dght, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Note Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Note Resolution, the Note Resolution shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an odginal and all of which shall constitute one and the same Agreement. Section6.10. Termination. This Agreement will terminate (i) on the dateoffinal payment of the principal of and interest on the Notes to the Holders thereof or (ii) may be eadier terminated by either party upon sixty (60) days ,written notice; provided, however, an eady termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice given to the Holders of the Notes of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an eady termination of this Agreement shall not occur at any time which would disrupt, delay or otheP~vise adversely affect the payment of the Notes. The resigning Paying Agent/Registrar may petition any court of competent jurisdiction of the appointment of a successor Paying Agent/Registrar if an instrument of acceptance by a successor Paying Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within sixty (60) days after the giving of such notice of resignation. EXHIBI1' Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Note Register (or a copy thereof), together with other pertinent books and records relating to the Notes, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Govemina Law. This Agreement shall be construed in accordance with and govemed by the laws of the State of Texas. IN WITN ESS WHEREOF. the parties hereto have executed this Agreement as of the day and year first above written. CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, Dallas, Texas [SEAL] Attest: Title: BY Mailing Address: Corporate Trust Depaf~u.ent P. O. Box 660197 Dallas, Texas'-75266-0197 Delivery Address: Corporate Trust Department 2200 Ross Avenue, 5th Floor Dallas, Texas 75201 CITY OF SOUTHLAKE, TEXAS (CITY SEAL) Attest: BY Mayor Address: 667 N. Carroll Avenue Southlake, Texas 76092 City Secretary • Exhibit B to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 29 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 induded 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 under Tables 1 through 6 and 8 through 14. 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. 730748.1 FED I.D. NO. 22-3148254Star-Telegram AD ORDER NO. 13871833 400 W.SEVENTH STREET•FORT WORTH,TEXAS 76102 ACCOUNT NO. C IT 57 --E.= STATE OF TEXAS anty of Tarrant Before me, a Notary Public in and f9r said County and State, this day , ammie ryan personally appeared Billing Specialist for the 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 AD ORDER NO. DESCRIPTION AD SIZE TOTAL RATE AMOUNT INCH/LINE 10/09ME 138718331 NOTICE OF PUBLIC I358 1x 40L 40 . 81 32 . 40 NOTICEOFPUGBLIC 10/09-10/09 HEARIN Notieishere persons that the Cit CouncilSout Ike, willllfbe hodingof a ublic r heCitayriCong unduring the _�.V . - - ' -- -- Regcil meetingg to bulae held on October 20, .- 1998, at 6:00 p.m., in the -.. City Council Chambers of City Hall, 66/ North Avenue.Southlake. e a Purposes. o is second nnenierr the sec of the odrading ofRDINANCNO2 _. _... _.... _... — .._.. _. _._..--------- AN ORDINANCE authorizing the issuance of CITY 0 SOUTHLAKE TEXAS TAX NOTES, SERIES 1998 specifying the terms 1eV d to a tures of said notes;levying a continuing direct annual a valorem tax for the payment of said notes,and resolving I •- other matters incident and related to the issuance, 12th OCTOBER 1 98 S sale, payment and delivery of said notes, including the WORN T ,@,EK,Ep T T E DAY OF approval and execution of a A__ _ v Paying Agent/Registrar Agreement and the approval 'r ��, O �r..9.. � , and distribution of an Official O:' .i r, RHONDr S. GOKE 41 Statement pertaining there- ;2i „� Notary Public �- to; and providing an effec- tive date. + ' Sandra L.LeGrand +�5 SEPTEMBER 8, 1999 City Secretary +' City of Southlake. TARRANT COUNTY,TEXAS PLEASE PAY THIS ORIGINAL INVOICE AND RECONCILE WITH MONTHLY STATEMENT. THANK YOU! Ac-TEAR ALONG THIS PERFORATION AND RETURN THE LOWER PORTION WITH YOUR PAYMENT----A StarFe1egranui REMIT TO: 400 W. SEVENTH ST. •FORT WORTH,TEXAS 76102 13871833 ACCOUNT NUMBER CIT57 AMOUNT DUE 32 . 40 PAGE 1 01 IF ANY QUESTIONS, PLEASE CALL(817)-396 885 \\‘-C;: ' 2 iJ� �t .,r Iv CITY OF SOUTHLAKE 667 N CARROLL AVE PLEASE PAY SOUTHLAKE , TX 76092-9595 THIS AMOUNT 32 . 40 PLEASE WRITE IN AMOUNT ENCLOSED Star-Telegram • FED. I.•D. NO. 22-3148254 AD ORDER NO. 13960362 400 W.SEVENTH STREET•FORT WORTH,TEXAS 76102 ACCOUNT NO. C I T 5 7 T 1E STATE OF TEXAS Dunty of Tarrant Before me, a Notary Public in and for said County and State, this day personally appeared TAMMIE BRYANT Billing Specialist for the 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: 1- DATE AD ORDER NO. DESCRIPTION AD SIZE TOTAL INCH/LINE RATE AMOUNT 10/24ME 1,3960362 ORDINANCE NO . 72 I358 1x 33L 33 QUOTE 26 . 73 ORDINANCE NO.722 10/2 4-10/2 4 AN ORDINANCE authorizing _.. the issuance of 'CITY OF SOUTHLAKE TEXAS TAX NOTES, SERIES 1998'; specifying the terms and fea- tures of said notes;levying a -- - --- --- - continuing direct annual ad valorem tax for the payment ootf her saidmat notes;ters andincide rentolsving and related to the issuance. _. _.. _.. sale, payment and delivery of said notes, including the approval and execution of a Paying Agent/Registrar --- -- - - - Agreement and the approval and distribution of an Official Statement pertaining there- to; and providing an effec- tive date. --_-- PASSED AND APPROVED ON THE 2Qth DAY OF OCTOBER, 1998, DURING THE REGU- LAR CITY COUNCIL MEET- NG.4R RICK STACY E D _�L,. VORETEST: SANDRA L. LEG- 2AND CITY SECRETARY S EPAR°N°YL TOR FIR, M; SWORN TO BEFORE ME, THIS THE 26th DAY OF OCTOBER 98 CITY ATTORNEY 0 Notary Public 11\„_,,,,Lo„,-io.�PHT^�tiB,t , R. .:r, RHIONDA R. GOKE $ O '1 ' jCOMMISSION EXPIRES TARRANT COUNTY,TEXAS .. - SEPTEMBER 8, 1999 0 PLEASE PAY THIS ORIGINAL INVOICE AND RECONCILE WITH MONTHLY STATEMENT. THANK YOU! ik TEAR ALONG THIS PERFORATION AND RETURN THE LOWER PORTION WITH YOUR PAYMENT�A Star-"I'elegraITl REMIT TO: , 400 W.SEVENTH ST. •FORT WORTH,TEXAS 76102 13960362 ACCOUNT CIT57 AMOUNT 26 . 73 NUMBER DUE PAGE1 0 IF AN,' QUESTIONS, PLEASE CALL(817)390-7885 't,l CITY OF SOUTHLAKE 1 667 N CARROLL AVE PLEASE PAY SOUTHLAKE, TX 76092-9595 THIS AMOUNT 26 . 73 PLEASE WRITE IN AMOUNT ENCLOSED