0764 a r r11,
ORDINANCE NO. id4.-
AN
ORDINANCE authorizing the issuance of"CITY OF SOUTHLAKE,TEXAS,TAX
AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2000"; specifying the terms and features of said certificates;
providing for the payment of said certificates of obligation by the levy of an
ad valorem tax upon all taxable property within the City and a limited pledge
of the net revenues from the operation of the City's Waterworks and Sewer
System; and resolving other matters incident and relating to the issuance,
payment, security, sale and delivery of said Certificates, including the
approval and execution of a Paying Agent/Registrar Agreement and the
approval and distribution of an Official Statement;and providing an effective
date.
WHEREAS, notice of the City Council's intention to issue certificates of obligation in the
maximum principal amount of$3,895,000 for the purposes of paying contractual obligations to be
incurred for(a)the construction of public works,to wit: (i)street improvements, including land and
rights-of-way acquisition, incidental drainage and traffic signalization, and (ii)the acquisition and
installation of a fire sprinkler system for the City's public works building, and (b) professional
services rendered in relation to such projects and the financing thereof, has been duly published
in The Fort Worth Star Telegram, a newspaper hereby found and determined to be of general
circulation in the City of Southlake, Texas, on February 9, 2000 and February 16, 2000, the date
the first publication of such notice bFii not less than fifteen (15) days prior to the tentative date
stated therein for the second reading and final passage of the ordinance authorizing the issuance
of such certificates; and
WHEREAS,no petition protesting the issuance of the certificates of obligation and bearing
valid petition signatures of at least 5% of the qualified electors of the City, has been presented to
or filed with the Mayor, City Secretary or any other official of the City on or prior to the date of the
passage of this ordinance; and
WHEREAS,the Council hereby finds and determines that all of the certificates of obligation
described in the aforesaid notice should be issued and sold at this time; now, therefore,
BE IT ORDAINED BY THE C:71' COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS:
SECTION 1: Authorization, Designation. Principal Amount. Purpose. Certificates of
obligation of the City shall be and are hereby authorized to be issued in the aggregate principal
amount of$3,895,000, to be designated and bear the title"CITY OF SOUTHLAKE,TEXAS, TAX
AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2000"
(hereinafter referred to as the"Certificates"),for the purposes of paying contractual obligations to
be incurred for(a)the construction of public works, to wit: (i)street improvements, including land
and rights-of-way acquisition, incidental drainage and traffic signalization, and (ii)the acquisition
and installation of a fire sprinkler system for the City's public works building, and (b) professional
services rendered in relation to such projects and the financing thereof, pursuant to authority
conferred by and in conformity with the Constitution and laws of the State of Texas, including
V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended.
820984.1
SECTION 2: Fully Registered Obligations - Authorized Denominations-Stated
Maturities-Date. The Certificates are issuable in fully registered form only;shall be dated March 1,
2000 (the "Certificate Date") and shall be in denominations of $5,000 or any integral multiple
thereof (within a Stated Maturity) and the Certificates shall become due and payable on
February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear
interest at the per annum rate(s) in accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount Rate(s)
2019 $ 105,000 5.90%
2020 250,000 6.00%
2025 1,505,000 6.00%
2030 2,035,000 6.10%
The Certificates shall bear interest on the unpaid principal amounts from the Certificate Date
at the rate per annum shown above in this Section (calculated on the basis of a 360-day year of
twelve 30-day months), and such interest shall be payable on February 15 and August 15 of each
year, commencing February 15, 2001.
SECTION 3: Terms of Payment-Paving Agent/Registrar. The principal of,premium,if any,
and the interest on the Certificates, due and payable by reason of maturity, redemption, or
otherwise,shall be payable only to the registered owners or holders of the Certificates(hereinafter
called the "Holders") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of
America,which at the time of payment is legal tender for the payment of public and private debts,
and shall be without exchange or collection charges to the Holders.
The selection and appointment of Chase Bank of Texas, National Association to serve as
Paying Agent/Registrar for the Certificates is hereby approved and confirmed. Books and records
relating to the registration, payment, transfer and exchange of the Certificates (the "Security
Register") shall at all times be kept and maintained on behalf of the City by the Paying
Agent/Registrar,as provided herein and in accordance with the terms and provisions of a"Paying
Agent/Registrar Agreement", substantially in the form attached hereto as Exhibit A, and such
reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The
Mayor and City Secretary are authorized to execute and deliver such Agreement in connection
with the delivery of the Certificates. The City covenants to maintain and provide a Paying
Agent/Registrar at all times until the Certificates are paid and discharged, and any successor
Paying Agent/Registrar shall be a bank,trust company,financial institution or other entity qualified
and authorized to serve in such capacity and perform the duties and services of Paying
Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Certificates, the City
agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail,
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first class postage prepaid, which notice shall also give the address of the new Paying
AgentJRegistrar.
Principal of and premium, if any, on the Certificates shall be payable at the Stated Maturities
or the redemption thereof only upon presentation and surrender of the Certificates to the Paying
Agent/Registrar at its designated offices in Dallas, Texas (the "Designated PaymenYTransfer
Office"). Interest on the Certificates shall be paid to the Holders whose name appears in the
Security Register at the close of business on the Record Date (the last business day of the month
next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar (i)
by check sent United States Mail, first class postage prepaid, to the address of the Holder
recorded in the Security Register or (ii) by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the dsk and expense of, the Holder. If the date for the
payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal
holiday, or a day when banking institutions in the City where the Designated Payment/transfer
Office of the Paying 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 original date payment was due.
In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date) shall
be sent at least five (5) business days prior to the Special Record Date by United States Mail, first
class postage prepaid, to the address of each Holder appearing on the Security Register at the
close of business on the last business next preceding the date of mailing of such notice,
SECTION 4: Redemption. (a) Optional Redemption. The Certificates shall be subject to
redemption prior to maturity, at the option of the City, in whole or in part in principal amounts of
$5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying
Agent/Registrar), on February 15, 2009, or on any date thereafter at the redemption price of par
plus accrued interest to the date of redemption.
At least forty-five (45) days prior to a redemption date for the Certificates (unless a shorter
notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the
Paying Agent/Registrar of the decision to redeem Certificates, the principal amount of each Stated
Maturity to be redeemed, and the date of redemption therefor, The decision of the City to exercise
the right to redeem Certificates shall be entered in the minutes of the governing body of the City.
(b) Mandatory Redemption. The Certificates having Stated Maturities of February 15,
2025 and February 15, 2030 ("Term Certificates") shall be subject to mandatory redemption in
part prior to maturity at the redemption price of par and accrued interest to the date of redemption
on the respective dates and in principal amounts as follows:
Term Certificates due February 15, 2025 Term Certificates due February 15, 2030
Redemption Date Principal Amount Redemption Date Principal Amount
February15, 2021 $265,000
February15,2022 280,000
February15, 2023 300,000
February15, 2024 320,000
February 15,2026 $360,000
February 15,2027 380,000
Februa~15, 2028 405,000
February15, 2029 430,000
Approximately forty-five (45) days prior to each mandatory redemption date for the Term
Certificates, the Paying Agent/Registrar shall select by lot the numbers of the Term Certificates
within the applicable Stated Maturity to be redeemed on the next following February 15 from
moneys set aside for that purpose in the Certificate Fund (as hereinafter defined). Any Term
Certificate not selected for prior redemption shall be paid on the date of their Stated Maturity.
The principal amount of the Term Certificates for a given Stated Maturity required to be
redeemed pursuant to the operation of such mandatory redemption provisions may be reduced,
at the option of the City, by the principal amount of Term Certificates of like Stated Matudty which,
at least 50 days prior to the mandatory redemption date, (1) shall have been acquired by the City
at a price not exceeding the principal amount of such Term Certificates plus accrued interest to
the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or (2)
shall have been redeemed pursuant to the optional redemption provisions set forth in paragraph(a)
of this Section and not theretofore credited against a mandatory redemption requirement.
(c) Selection of Certificates for Redemption. If less than all Outstanding Certificates of the
same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall
treat such Certificates as representing the number of Certificates Outstanding which is obtained
by dividing the principal amount of such Certificates by $5,000 and shall select the Certificates to
be redeemed within such Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days pdor to a redemption date for
the Certificates, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and any
notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii)
identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state
that the Certificates, or the portion of the principal amount thereof to be redeemed, shall become
due and payable on the redemption date specified and the interest thereon, or on the portion of
the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, provided moneys sufficient for the payment of such Certificate (or the principal amount
thereof to be redeemed) at the then applicable redemption price are held for the purpose of such
820984.1 -4-
payment by the Paying Agent/Registrar and (v) specify that payment of the redemption price for
the Certificates, or the principal amount thereof to be redeemed, shall be made at the Designated
Payment/Transfer Office of the Paying Agent/Registrar only upon presentation and surrender of
the Certificates. If a Certificate is subject by its terms to prior redemption and has been called for
redemption and notice of redemption has been duly given as hereinabove provided, such
Certificate (or the principal amount thereof to be redeemed) shall become due and payable and
interest thereon shall cease to accrue from and after the redemption date therefor.
SECTION 5: Reqistretion - Transfer- Exchange of Certificates-Predecessor Certificates.
The Paying Agent/Registrar shall obtain, record, and maintain in the Secudty Register the name
and address of each and every owner of the Certificates issued under and pursuant to the
provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be
transferred or exchanged for Certificates of other authorized denominations by the Holder, in
person or by his duly authorized agent, upon surrender of such Certificate to the Paying
Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for
exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the
Paying Agent/Registrar.
Upon surrender of any Certificate for transfer at the Designated Payment/Transfer Office of
the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of
the designated transferee or transferees, one or more new Certificates of authorized
denominations and having the same Stated Maturity and of a like aggregate principal amount as
the Certificate or Certificates surrendered for transfer.
At the option of the Holder, Certificates may be exchanged for other Certificates of
authorized denominations and having the same Stated Maturity, bearing the same rate of interest
and of like aggregate principal amount as the Certificates surrendered for exchange, upon
surrender of the Certificates to be exchanged at the Designated Payment/Transfer Office of the
Paying Agent/Registrar. Whenever any Certificates are surrendered for exchange, the Paying
Agent/Registrar shall register and deliver new Certificates to the Holder requesting the exchange.
All Certificates issued in any transfer or exchange of Certificates shall be delivered to the
Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by
United States Mail, first class, postage prepaid to the Holders, and, upon the registration and
delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation
to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered in
such transfer or exchange.
All transfers or exchanges of Certificates pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any tax or other governmental charges required to be paid with respect to such transfer or
exchange,
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Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may
be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and
delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates"
shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate
has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 19
hereof and such new replacement Certificate shall be deemed to evidence the same obligation
as the mutilated, lost, destroyed, or stolen Certificate.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Holder any Certificate called for redemption, in whole or in part, within 45 days of
the date fixed for the redemption of such Certificate; provided, however, such limitation on
transferability shall not be applicable to an exchange by the Holder of the unredeemed balance
of a Certificate calted for redemption in part.
SECTION 6: Book-Entry Only Transfers and Transactions. Notwithstanding the provisions
contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange of the
Certificates, the City hereby approves and authorizes the use of "Book-Entry Only" securities
clearance, settlement and transfer system provided by The Depository Trust Company (DTC), a
limited purpose trust company organized under the laws of the State of New York, in accordance
with the operational arrangements referenced in the Blanket Issuer Letter of Representation, by
and between the City and DTC (the "Depository Agreement").
Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be
deposited with DTC who shall hold said Certificates for its participants (the "DTC Participants").
While the Certificates are held by DTC under the Depository Agreement, the Holder of the
Certificates on the Security Register for all purposes, including payment and notices, shall be
Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or
owner of each Certificate (the "Beneficial Owners") being recorded in the records of DTC and DTC
Participants.
In the event DTC determines to discontinue serving as securities depository for the
Certificates or otherwise ceases to provide book-entry clearance and settlement of securities
transactions in general or the City determines that DTC is incapable of properly discharging its
duties as securities depository for the Certificates, the City covenants and agrees with the Holders
of the Certificates to cause Certificates to be pdnted in definitive form and provide for the
Certificate certificates to be issued and delivered to DTC Participants and Beneficial Owners, as
the case may be. Thereafter, the Certificates in definitive form shall be assigned, transferred and
exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of
such Certificates shall be made in accordance with the provisions of Sections 3, 4 and 5 hereof.
SECTION 7: Execution - Reqistretion. The Certificates shall be executed on behalf of
the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the
City Secretary. The signature of said officers on the Certificates may be manual or facsimile.
Certificates beadng the manual or facsimile signatures of individuals who are or were the proper
officers of the City on the Certificate Date shall be deemed to be duly executed on behalf of the
City, notwithstanding that one or more of the individuals executing the same shall cease to be
such officer at the time of delivery of the Certificates to the initial purchaser(s) and with respect to
Certificates delivered in subsequent exchanges and transfers, all as authorized and provided in
V.T.C.A., Government Code, Chapter 1207.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Certificate either a certificate of
registration substantially in the form provided in Section 9C, manually executed by the Comptroller
of Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of
registration substantially in the form provided in Section 9D, manually executed by an authorized
officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly
signed upon any Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly certified, registered and delivered.
SECTION 8: Initial Certificate(s). The Certificates herein authorized shall be initially
issued either (i) as a single fully registered certificate in the total principal amount of $3,895,000
with principal installments to become due and payable as provided in Section 2 hereof and
numbered T-l, or (ii) as multiple fully registered certificates, being one certificate for each year of
maturity in the applicable principal amount and denomination and to be numbered consecutively
from T-1 and upward (hereinafter called the "Initial Certificate(s)") and, in either case, the Initial
Certificate(s) shall be registered in the name of the initial purchaser(s) or the designee thereof.
The Initial Certificate(s) shall be the Certificates submitted to the Office of the Attorney General
of the State of Texas for approval, certified and registered by the Office of the Comptroller of
Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the
delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to written instructions
from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificate(s) delivered
hereunder and exchange therefor definitive Certificates of authorized denominations, Stated
Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the
Holders named at the addresses identified therefor; all pursuant to and in accordance with such
written instructions from the initial purchaser(s), or the designee thereof, and such other
information and documentation as the Paying Agent/Registrar may reasonably require.
SECTION 9: Forms. A. Forms Generally. The Certificates, the Registration Certificate
of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying
Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be
substantially in the forms set forth in this Section with such appropriate insertions, omissions,
substitutions, and other variations as are permitted or required by this Ordinance and may have
such letters, numbers, or other marks of identification (including identifying numbers and letters
of the Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including insurance legends in the event the
Certificates, or any maturities thereof, are purchased with insurance and any reproduction of an
opinion of counsel) thereon as may, consistently herewith, be established by the City or
determined by the officers executing such Certificates as evidenced by their execution. Any
portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the certificate.
The definitive Certificates and the Initial Certificate(s) shall be printed, lithographed, or
engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as
determined by the officers executing such Certificates as evidenced by their execution.
B. Form of Certificates.
REGISTERED REGISTERED
NO. $.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF SOUTHLAKE, TEXAS,
TAX AND LIMITED PLEDGE REVENUE
CERTIFICATE OF OBLIGATION,
SERIES 2000
Certificate Date:
March 1, 2000
Interest Rate:
Stated Maturity:
CUSIP NO:
Registered Owner:
Principal Amount:
DOLLARS
The City of Southlake (hereinafter referred to as the "City"), a body corporate and
municipal corporation in the Counties of Tarrant and Denton, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner
named above, or the registered assigns thereof, on the Stated Matudty date specified above the
Principal Amount hereinabove stated (or so much thereof as shall not have been paid upon pdor
redemption) and to pay interest on the unpaid principal amount hereof from the Certificate Date
at the per annum rate of interest specified above computed on the basis of a 360-day year of
twelve 30-day months; such interest being payable on February 15 and August 15 in each year,
commencing February 15, 2001. Principal of this Certificate is payable at its Stated Matudty or
redemption to the registered owner hereof, upon presentation and surrender, at the Designated
Payment~'ransfer Office of the Paying Agent/Registrar executing the registration certificate
appearing hereon, or its successor; provided, however, while this Certificate is registered to Cede
& Co., the payment of principal upon a partial redemption of the principal amount hereof may be
accomplished without presentation and surrender of this Certificate. Interest is payable to the
registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the
Ordinance hereinafter referenced) whose name appears on the "Security Register'' maintained
by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last
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business day of the month next preceding each interest payment date, and interest shall be paid
by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the
address of the registered owner recorded in the Security Register or by such other method,
acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the
registered owner. All payments of principal of, premium, if any, and interest on this Certificate
shall be without exchange or collection charges to the owner hereof and in any coin or currency
of the United States of America which at the time of payment is legal tender for the payment of
public and private debts.
This Certificate is one of the series specified in its title issued in the aggregate principal
amount of $3,895,000 (herein referred to as the "Certificates") for the purposes of paying
contractual obligations to be incurred for (a) the construction of public works, to wit: (i) street
improvements, including land and rights-of-way acquisition, incidental drainage and traffic
signalization, and (ii) the acquisition and installation of a fire sprinkler system for the City's public
works building, and (b) professional services rendered in relation to such projects and the
financing thereof, under and in strict conformity with the Constitution and laws of the State of
Texas, particularly V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended,
and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the
"Ordinance").
The Certificates maturing on dates hereinafter identified (the "Term Certificates") are
subject to mandatory redemption prior to maturity with funds on deposit in the Certificate Fund
established and maintained for the payment thereof in the Ordinance, and shall be redeemed in
part pdor to maturity at the price of par and accrued interest thereon to the date of redemption, and
without premium, on the dates and in the amounts set forth in the Ordinance. Certificates
maturing February 15, 2025 are subject to mandatory redemption on February 15, 2021 and
annually thereafter on each February through February 15, 2024 in the amounts set forth in the
Ordinance. Certificates maturing February 15, 2030 are subject to mandatory redemption on
February 15, 2026 and annually thereafter on each February through February 15, 2029 in the
amounts set forth in the Ordinance. The particular Term Certificates of a given maturity to be
redeemed on each redemption date shall be chosen by lot by the Paying Agent/Registrar;
provided, however, that the principal amount of Term Certificates for a given maturity required to
be redeemed pursuant to the operation of such mandatory redemption provisions may be reduced,
at the option of the City, by the principal amount of Term Certificates of like maturity which, at
least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City at
a price not exceeding the principal amount of such Term Certificates plus accrued interest to the
date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or (2) shall
have been redeemed pursuant to the optional redemption provisions appearing below and not
theretofore credited against a mandatory redemption requirement.
The Certificates may be redeemed prior to their Stated Maturities, at the option of the City,
in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a
Stated Matudty by lot by the Paying Agent~Registrar), on February 15, 2009, or on any date
thereafter, at the redemption price of par, together with accrued interest to the date of redemption.
At least thirty days prior to a redemption date, the City shall cause a written notice of such
redemption to be sent by United States Mail, first class postage prepaid, to the registered owners
of each Certificate to be redeemed at the address shown on the Security Register and subject to
the terms and provisions relating thereto contained in the Ordinance. If a Certificate (or any
portion of its principal sum) shall have been duly called for redemption and notice of such
redemption duly given, then upon the redemption date such Certificate (or the portion of its
principal sum to be redeemed) shall become due and payable, and, if moneys for the payment of
the redemption price and the interest accrued on the principal amount to be redeemed to the date
of redemption are held for the purpose of such payment by the Paying Agent/Registrar, interest
shall cease to accrue and be payable from and after the redemption date on the principal amount
redeemed.
In the event a portion of the principal amount of a Certificate is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a
new Certificate or Certificates of like matudty and interest rate in any authorized denominations
provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be
issued to the registered owner, without charge. Ifa Certificate is selected for redemption, in whole
or in part, the City and the Paying AgentJRegistrar shall not be required to transfer such Certificate
to an assignee of the registered owner within 45 days of the redemption date therefor; provided,
however, such limitation on transferability shall not be applicable to an exchange by the registered
owner of the unredeemed balance of a Certificate redeemed in part.
The Certificates are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City and from a limited pledge of the
Net Revenues (as defined in the Ordinance) of the City's combined Waterworks and Sewer
System (the "System"), such pledge being limited to an amount not in excess of $500 and,
together with a parity pledge secudng the payment of the Previously Issued Certificates, being
junior and subordinate to the lien on and pledge of such Net Revenues securing the payment of
"Prior Lien Obligations" (identified and defined in the Ordinance) now outstanding and hereafter
issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien
Obligations without limitation as to principal amount but subject to any applicable terms, conditions
or restrictions under law or otherwise.
Reference is hereby made to the Ordinance, a copy of which is on file in the Designated
PaymentJTransfer Office of the Paying AgentJRegistrar, and to all the provisions of which the
owner or holder of this Certificate by the acceptance hereof hereby assents, for definitions of
terms; the description of and the nature and extent of the tax levied for the payment of the
Certificates; the nature and extent of the limited pledge of the Net Revenues securing the payment
of the Certificates; the terms and conditions relating to the transfer or exchange of this Certificate;
the conditions upon which the Ordinance may be amended or supplemented with or without the
consent of the Holders; the rights, duties, and obligations of the City and the Paying
Agent/Registrar; the terms and provisions upon which the tax levy and the pledge of the Net
Revenues and covenants made in the Ordinance may be discharged at or prior to the matudty of
this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the
other terms and provisions contained therein. Capitalized terms used herein have the meanings
assigned in the Ordinance.
This Certificate, subject to certain limitations contained in the Ordinance, may be
transferred on the 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 Security Register occurs, one or more new fully registered Certificates of the
same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the
same aggregate principal amount will be issued by the Paying AgentJRegistrar to the designated
transferee or transferees.
The City and the Paying AgentJRegistrar, and any agent of either, shall treat the registered
owner whose name appears on the Security Register (i) on the Record Date as the owner entitled
to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled
to payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii)
on any other date as the owner for all other purposes, and neither the City nor the Paying
AgentJRegistrar, or any agent of either, shall be affected by notice to the contrary. In the event
of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new
record date for such interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
City. Notice of the Special Record Date and of the scheduled payment date of the past due
interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5)
business days pdor to the Special Record Date by United States Mail, first class postage prepaid,
to the address of each Holder appearing on the Security Register at the close of business on the
last business day next preceding the date of mailing of such notice.
It is hereby certified, recited, represented and declared that the City is a body corporate
and political subdivision duly organized and legally existing under and by virtue of the Constitution
and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that
all acts, conditions and things required to exist and be done precedent to and in the issuance of
the Certificates to render the same lawful and valid obligations of the City have been properly
done, have happened and have been performed in regular and due time, form and manner as
required by the Constitution and laws of the State of Texas, and the Ordinance; that the
Certificates do not exceed any Constitutional or statutory limitation; and that due provision has
been made for the payment of the principal of and interest on the Certificates as aforestated. In
case any provision in this Certificate shall be invalid, illegal, or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
The terms and provisions of this Certificate and the Ordinance shall be construed in accordance
with and shall be governed by the laws of the State of Texas.
s209sa, x -11-
IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly
executed under the official seal of the City as of the Certificate Date.
CITY Of SOUTHLAKE, TEXAS
COUNTERSIGNED:
Mayor
City Secretary
(SEAL)
*Form of Reqistration Certificate
of Public Accounts to aoDear on Initial Certificate(s) only.
of Comptroller
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
REGISTER NO.
I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
(SEAL)
*NOTE TO PRINTER:
Comptroller of Public Accounts
of the State of Texas
Do Not Print on Definitive Certificates
-12-
D. Form of Certificate of Paying Aqent/Registrar to
appear on Definitive Certificates only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued and registered under the provisions of the
within-mentioned Ordinance; the certificate or certificates of the above entitled and designated
series originally delivered having been approved by the Attorney General of the State of Texas
and registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying AgentJRegistrar located in Dallas, Texas, is the
"Designated Payment/Transfer Office" for this Certificate.
Registration Date:
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Paying AgentJRegistrar
By
Authorized Signature
E. Form of Assiqnment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee:)
(Social Security or other identifying number:
) the within Certificate and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Certificate on the books kept for registration thereof, with full power
of substitution in the premises.
DATED:
Signature guaranteed:
NOTICE: The signature on this assignment
must correspond with the name of the
registered owner as it appears on the face
of the within Certificate in every particular.
The Initial Certificate(s) shall be in the form set forth in paraqraph B of this Section,
except that the form of a sinqle fully registered Initial Certificate shall be modified
as follows:
(i) immediately under the name of the certificate the headings "Interest Rate__
and "Stated Maturity __" shall both be omitted;
(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
YEAR INSTALLMENTS
INTEREST
RATE
(information to be inserted from schedule in Section 2 hereof).
(or so much thereof as shall not have been prepaid prior to maturity) and to pay interest on the
unpaid principal amounts hereof from the Certificate Date at the per annum rate(s) of interest
specified above computed on the basis of a 360-day year of twelve 30-day months; such interest
being payable on February 15 and August 15 of each year, commencing February 15, 2001.
Principal installments of this Certificate are payable at its Stated Maturity or on a prepayment date
to the registered owner hereof by Chase Bank of Texas, National Association (the "Paying
AgentJRegistrar"), 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 on the "Security Register" maintained by the Paying
Agent/Registrar at the close of business on the "Record Date", which is the last business day of
the month next preceding each interest payment date hereof and interest shall be paid by the
Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the
address of the registered owner recorded in the Security Register or by such other method,
acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the
registered owner. All payments of principal of, premium, if any, and interest on this Certificate
shall be without exchange or collection charges to the owner hereof and in any coin or currency
of the United States of Amedca which at the time of payment is legal tender for the payment of
public and private debts.
SECTION 10: Definitions. For purposes of this Ordinance and for cladty with respect to
the issuance of the Certificates herein authorized, and the levy of taxes and appropriation of Net
Revenues therefor, the following words or terms, whenever the same appears herein without
qualifying language, are defined to mean as follows:
820984.1 -14-
(a) The term "'Certificates" shall mean the $3,895,000 "City of
Southlake, Texas, Tax and Limited Pledge Revenue Certificates of Obligation,
Series 2000" authorized by this Ordinance.
(b) The term "Certificate Fund" shall mean the special Fund created
and established under the provisions of Section 11 of this Ordinance.
(c) The term "Collection Date" shall mean, when reference is being
made to the levy and collection of annual ad valorem taxes, the date the annual ad
valorem taxes levied each year by the City become delinquent.
(d) The term "Fiscal Year" shall mean the twelve month financial
accounting pedod used by the City in connection with the operation of the System
which may be any twelve consecutive month period established by the City.
ie) The term "Government Securities" shall mean (i) direct noncallable
obligations of the United States of America, including obligations the principal of
and interest on which are unconditionally guaranteed by the United States of
America, (ii) noncallable obligations of an agency or instrumentality of the United
States, including obligations unconditionally guaranteed or insured by the agency
or instrumentality and on the date of their acquisition or purchase by the City are
rated as to investment quality by a nationally recognized investment rating firm not
less than AAA or its equivalent and (ii0 noncallable obligations of a state or an
agency or a county, municipality, or other political subdivision of a state that have
been refunded and on the date of their acquisition or purchase by the City, are
rated as to investment quality by a nationally recognized investment rating firm not
less than AAA or its equivalent.
(f) The term "Gross Revenues" shall mean all income, receipts and
revenues of every nature derived or received from the operation and ownership
(excluding refundable meter deposits, restricted gifts and grants in aid of
construction) of the System, including earnings and income dedved from the
investment or deposit of moneys in any special funds or accounts created and
established for the payment and security of the Prior Lien Obligations payable
solely from the revenues of the System and other obligations payable solely from
and secured only by a lien on and pledge of the Net Revenues.
(g) The term "Maintenance and Operating Expenses" shall mean all current
expenses of operating and maintaining the System, including all salaries, labor,
materials, repairs and extensions necessary to render efficient service; provided,
however, that only such repairs and extensions, as in the judgment of the City
Council, reasonably and fairly exercised, are necessary to maintain the operations
and render adequate service to the City and the inhabitants thereof, or such as
might be necessary to meet some physical accident or condition which would
otherwise impair obligations payable from Net Revenues shall be deducted in
determining "Net Revenues". Depreciation charges shall not be considered
Maintenance and Operating Expenses. Maintenance and Operating Expenses
shall include payments under contracts for the purchase of water supply, treatment
of sewage or other materials, goods, services, or facilities for the System to the
extent authorized by law and the provisions of such contract.
(h) The term "Net Revenues" shall mean the Gross Revenues of the
System, with respect to any period, after deducting the System's Maintenance and
Operating Expenses during such period.
(i) The term "Outstanding" when used in this Ordinance with respect
to Certificates means, as of the date of determination, all Certificates theretofore
issued and delivered under this Ordinance, except:
(1) those Certificates cancelled by the Paying
Agent/Registrar or delivered to the Paying Agent/Registrar for
cancellation;
(2) those Certificates for which payment has been duly
provided by the City in accordance with the provisions of Section 20
hereof; and
(3) those Certificates that have been mutilated,
destroyed, lost, or stolen and replacement Certificates have been
registered and delivered in lieu thereof as provided in Section 19
hereof.
(j) The term "Previously Issued Certificates" shall mean the outstanding (1)
"City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited
Pledge) Revenue Certificates of Obligation, Sedes 1990", dated August 1, 1990,
issued in the original principal amount of $1,100,000, (2) "City of Southlake, Texas,
Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of
Obligation, Series 1992", dated May 1, 1992, issued in the original principal
amount of $1,300,000, (3) "City of Southlake, Texas, Tax and Waterworks and
Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1994",
dated December 1, 1994, originally issued in the principal amount of $4,350,000,
(4) "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited
Pledge) Revenue Certificates of Obligation, Series 1996", dated February 15,
1996, originally issued in the principal amount of $2,380,000, (5) "City of
Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge)
Revenue Certificates of Obligation, Series 1997", dated February 15, 1997,
originally issued in the principal amount of $9,670,000, (6) "City of Southlake,
Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue
Certificates of Obligation, Series 1998", dated May 15, 1998, originally issued in
the principal amount of $13,910,000 and (7) "City of Southlake, Texas, Tax and
-16-
Waterworks and Sewer System (Limited Pledge) Revenue Certificates of
Obligation, Series 1999", dated April 1, 1999, and originally issued in the principal
amount of $17,030,000.
(k) The term "Prior Lien Obligations" shall mean (i) the outstanding and
unpaid (1) "City of Southlake, Texas, Waterworks and Sewer System Revenue
Bonds, Series 1984", dated May 1, 1984, originally issued in the aggregate
principal amount of $500,000, (2) "City of Southlake, Texas, Waterworks and
Sewer System Revenue Refunding Bonds, Series 1987", dated March 1, 1987,
and originally issued in the aggregate principal amount of $217,000, (3) "City of
Southlake, Texas, Tax and Waterworks and Sewer System Surplus Revenue
Certificates of Obligation, Series 1992-A", dated October 1, 1992, and originally
issued in the aggregate principal amount of $1,300,000, and (4) "City of Southlake,
Texas, Tax and Waterworks and Sewer System Surplus Revenue Certificates of
Obligation, Sedes 2000-A", dated March 1, 2000, and originally issued in the
aggregate principal amount of $9,245,000, and (ii) obligations hereafter issued
which by the terms of the authorizing ordinance are made payable from and
secured by a lien on and pledge of the Net Revenues of the System ranking prior
and superior to the lien and pledge securing the payment of the Certificates.
(I) The term "System" shall mean all properties, facilities and plants
currently owned, operated and maintained by the City for the supply, treatment,
transmission and distribution of treated potable water and the collection, treatment
and disposal of water-carried wastes, together with all future extensions,
improvements, replacements and additions thereto.
SECTION 11: Certificate Fund. For the purpose of paying the interest on and to provide
a sinking fund for the payment, redemption and retirement of the Certificates, there shall be and
is hereby created a special account or fund on the books and records of the City known as the
"SPECIAL SERIES 2000 TAX AND REVENUE CERTIFICATE OF OBLIGATION FUND", and all
moneys deposited to the credit of such Fund shall be shall be kept and maintained in a special
banking account at the City's depository bank. Authorized officials of the City are hereby
authorized and directed to make withdrawals from said Fund sufficient to pay the principal of and
interest on the Certificates as the same become due and payable, and, shall cause to be
transferred to the Paying AgentJRegistrar from moneys on deposit in the Certificate Fund an
amount sufficient to pay the amount of principal and/or interest falling due on the Certificates, such
transfer of funds to the Paying AgentJRegistrar to be made in such manner as will cause
immediately available funds to be deposited with the Paying AgentJRegistrar on or before the last
business day next preceding each interest and principal payment date for the Certificates.
Pending the transfer of funds to the Paying AgentJRegistrar, money in the Certificate Fund
may, at the option of the City, be invested in obligations identified in, and in accordance with the
provisions of the "Public Funds Investment Act" (V.T.C.A., Government Code, Chapter 2256)
relating to the investment of "bond proceeds"; provided that all such investments shall be made
in such a manner that the money required to be expended from said Fund will be available at the
proper time or times. All interest and income derived from deposits and investments in said
Certificate Fund shall be credited to, and any losses debited to, the said Certificate Fund. All such
investments shall be sold promptly when necessary to prevent any default in connection with the
Certificates.
SECTION 12: Tax Levy. To provide for the payment of the "Debt Service Requirements"
on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall
be and there is hereby levied for the current year and each succeeding year thereafter while said
Certificates or any interest thereon shall remain Outstanding, a sufficient tax on each one hundred
dollars' valuation of taxable property in said City, adequate to pay such Debt Service
Requirements, full allowance being made for delinquencies and costs of collection; said tax shall
be assessed and collected each year and applied to the payment of the Debt Service
Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and
collected shall be paid into the Certificate Fund. The City Council hereby declares its purpose and
intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service
Requirements, it having been determined that the existing and available taxing authority of the City
for such purpose is adequate to permit a legally sufficient tax in consideration of ali other
outstanding indebtedness.
Accrued interest and premium, if any, received from the purchasers of the Certificates shall
be deposited to the Certificate Fund. In addition, any surplus proceeds from the sale of the
Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and
such amounts so deposited shall reduce the sums otherwise required to be deposited in said Fund
from ad valorem taxes.
SECTION 13: Limited Pledge of Net Revenues. The City hereby covenants and agrees
that, subject to the prior lien on and pledge of the Net Revenues of the System to the payment and
security of Prior Lien Obligations, the Net Revenues of the System in an aggregate amount not
to exceed $500 are hereby irrevocably pledged to the payment of the principal of and interest on
the Certificates, and the limited pledge of $500 of the Net Revenues of the System herein made
for the payment of the Certificates shall constitute a lien on the Net Revenues of the System in
accordance with the terms and provisions hereof and shall be on a parity in all respects with the
lien on the Net Revenues secudng the payment of the Previously Issued Certificates.
Furthermore, such lien on and pledge of the Net Revenues securing the payment of the
Certificates shall be valid and binding without further action by the City and without any filing or
recording except for the filing of this Ordinance in the records of the City.
SECTION 14: System Fund. The City covenants and agrees that all Gross
Revenues (excluding earnings from the investment of money held in any special funds or accounts
created for the payment and security of the Prior Lien Obligations) shall be deposited as collected
into a fund maintained at an official depository of the City and known on the books of the City as
the "City of Southlake Waterworks and Sanitary Sewer System Fund" (hereinafter called the
"System Fund"). All moneys deposited to the credit of the System Fund shall be allocated,
appropriated and budgeted to the extent required for the following purposes and in the order of
priority shown, to wit:
First: To the payment of all necessary and reasonable Maintenance and
Operating Expenses of the System as defined herein or required by statute to be
a first charge on and claim against the Gross Revenues,
Second: To the payment of all amounts required to be deposited in
the special Funds created and established for the payment, security and benefit
of Prior Lien Obligations in accordance with the terms and provisions of the
ordinances authorizing the issuance of Prior Lien Obligations.
Third: To the payment, equally and ratably, of the limited amounts pledged
to the payment of the Previously Issued Certificates and the Certificates.
Any Net Revenues remaining in the System Fund after satisfying the foregoing payments,
or making adequate and sufficient provision for the payment thereof, may be appropriated and
used for any other City purpose now or hereafter permitted by law.
SECTION 15: Security of Funds. All moneys on deposit in the Funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested)
shall be secured in the manner and to the fullest extent required by the laws of Texas for the
security of public funds, and moneys on deposit in such Funds shall be used only for the purposes
permitted by this Ordinance.
SECTION 16: Special Covenants. The City hereby further covenants as follows:
(a) it has the lawful power to pledge the Net Revenues of the System
to the payment of the Certificates in the manner herein contemplated and has
lawfully exercised such power under the Constitution and laws of the State of
Texas, including said power existing under V.T.C.A, Government Code, Sections
1502.56 and 1502.58 and V.T.C.A., Local Government Code, Sections 271.041,
et seq.
(b) Other than for the payment of the Certificates, the Previously Issued
Certificates and the Pdor Lien Obligations, the Net Revenues of the System have
not in any manner been pledged to the payment of any debt or obligation of the
City or of the System.
SECTION 17: Issuance of Prior Lien Obliqations/Additional Parity Obliqations. The City
hereby expressly reserves the right to hereafter issue Pdor Lien Obligations, without limitation as
to principal amount but subject to any terms, conditions or restrictions applicable thereto under law
or otherwise, and such Prior Lien Obligations hereafter issued may be payable, in whole or in part,
from the Net Revenues (without impairment of the obligation of contract with the Holders of the
Certificates) upon such terms and secured in such manner as the City Council may determine.
Additionally, the City reserves the right without any limitations or restrictions to issue additional
obligations payable (in whole or in part) from and secured by lien on and pledge of the Net
Revenues of the System of equal rank and dignity with the lien on and pledge of such Net
Revenues secudng the payment of the Previously Issued Certificates and the Certificates.
SECTION 18: Application of Prior Lien Obliqations Covenants and Aqreements. It is the
intention of this governing body and accordingly hereby recognized and stipulated that the
provisions, agreements and covenants contained herein bearing upon the management and
operations of the System, and the administering and application of revenues derived from the
operation thereof, shall to the extent possible be harmonized with like provisions, agreements and
covenants contained in the ordinances authorizing the issuance of the Prior Lien Obligations, and
to the extent of any irreconcilable conflict between the provisions contained herein and in the
ordinances authorizing the issuance of the Prior Lien Obligations, the provisions, agreements and
covenants contained therein shall prevail to the extent of such conflict and be applicable to this
Ordinance but in all respects subject to the pdority of rights and benefits, if any, conferred thereby
to the holders of the Prior Lien Obligations. Notwithstanding the above, any change or
modification affecting the application of revenues derived from the operation of the System shall
not impair the obligation of contract with respect to the limited pledge of revenues herein made for
the payment and security of the Certificates.
SECTION 19: Mutilated - Destroyed - Lost and Stolen Certificates In case any
Certificate shall be mutilated, or destroyed, lost or stolen, the Paying AgentJRegistrar may execute
and deliver a replacement Certificate of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate,
only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying
AgentJRegistrar of evidence satisfactory to the Paying AgentJRegistrar of the destruction, loss or
theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to
the Paying AgentJRegistrar of indemnification in an amount satisfactory to hold the City and the
Paying AgentJRegistrar harmless, All expenses and charges associated with such indemnity and
with the preparation, execution and delivery of a replacement Certificate shall be borne by the
Holder of the Certificate mutilated, or destroyed, lost or stolen.
Every replacement Certificate issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Certificates.The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to the replacement and
payment of mutilated, destroyed, lost or stolen Certificates.
SECTION 20: Satisfaction of Oblioation of Cib/. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of
taxes levied under this Ordinance and the Net Revenues of the System (to the extent such limited
pledge of Net Revenues shall not have been discharged or terminated by prior payment of
$20984,1 -20-
principal of or interest on the Certificates) and all covenants, agreements, and other obligations
of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Certificates or any principal amount(s) thereof shall be deemed to have been paid within
the meaning and with the effect expressed above in this Section when (i) money sufficient to pay
in full such Certificates or the principal amount(s) thereof at maturity or the redemption date
therefor, together with all interest due thereon, shall have been irrevocably deposited with and held
in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities have been certified by an independent
accounting firm to mature as to principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient money, together with any moneys
deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or
the principal amount(s) thereof, on and prior to the Stated 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 the.reof. The City covenants
that no deposit of moneys or Government Securities will be made under this Section and no use
made of any such deposit which would cause the Certificates to be treated as "arbitrage bonds"
within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or
regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent,
and all income from Government Securities held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, pursuant to this Section which is not required for the payment of the
Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such
moneys have been so deposited shall be remitted to the City or deposited as directed by the City.
Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of
and interest on the Certificates and remaining unclaimed for a period of three (3) years after the
Stated Maturity, or applicable redemption date, of the Certificates such moneys were deposited
and are held in trust to pay shall upon the request of the City be remitted to the City against a
written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from
the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws
of the State of Texas.
SECTION 21: Ordinance a Contract-Amendments. This Ordinance shall constitute a
contract with the Holders from time to time, be binding on the City, and shall not be amended or
repealed by the City so long as any Certificate remains Outstanding except as permitted in this
Section. The City may, without the consent of or notice to any Holders, from time to time and at
any time, amend this Ordinance in any manner not detrimental to the interests of the Holders,
including the 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 Certificates then Outstanding affected thereby, amend, add to, or rescind any of the
provisions of this Ordinance; provided that, without the consent of atl Hotders of Outstanding
Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of
payment of the principal of, premium, if any, and interest on the Certificates, reduce the principal
amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify
the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give
any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal
amount of Certificates required to be held by Holders for consent to any such amendment,
addition, or rescission.
SECTION 22: Covenants to Maintain Tax-Exempt Status. (a)
When used in this Section, the following terms have the following meanings:
Definitions.
"Closing Date" means the date on which the Certificates are first
authenticated and delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1 (b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1 (b)
of the Regulations, and any replacement proceeds as defined in Section 1.148-1 (c)
of the Regulations, of the Certificates.
"Investment" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Nonpurpose Investment" means any investment property, as defined in
section 148(b) of the Code, in which Gross Proceeds of the Certificates are
invested and which is not acquired to carry out the governmental purposes of the
Certificates.
"Rebate Amount" has the meaning set forth in Section 1.148-1 (b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the
Certificates. Any reference to any specific Regulation shall also mean, as
appropriate, any proposed, temporary or final Income Tax Regulation designed to
supplement, amend or replace the specific Regulation referenced.
"Yield"of (1) any investment has the meaning set forth in Section 1.148-5
of the Regulations and (2) the Certificates has the meaning set forth in Section
1.148-4 of the Regulations.
-22-
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross Proceeds)
in a manner which if made or omitted, respectively, would cause the interest on any Certificate to
become includable in the gross income, as defined in section 61 of the Code, of the owner thereof
for federal income tax purposes. Without limiting the generality of the foregoing, unless and until
the City receives a written opinion of counsel nationally recognized in the field of municipal bond
law to the effect that failure to comply with such covenant will not adversely affect the exemption
from federal income tax of the interest on any Certificate, the City shall comply with each of the
specific covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted by section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated
Maturity of Certificates:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Certificates, and not use or permit the use of
such Gross Proceeds (including all contractual arrangements with terms different
than those applicable to the general public) or any property acquired, constructed
or improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality
thereof) other than a state or local government, unless such use is solely as a
member of the general public; and
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Certificates or any property the acquisition, construction or improvement of which
is to be financed or refinanced directly or indirectly with such Gross Proceeds,
other than taxes of general application within the City or interest earned on
investments acquired with such Gross Proceeds pending application for their
intended purposes.
(d) No 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 Certificates
to make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income tax
purposes; (2) capacity in or service from such property is committed to such person or entity under
a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and
benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved
with such Gross Proceeds are otherwise transferred in a transaction which is the economic
equivalent of a loan.
-23-
(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 prior to the final
Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any investment
(or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield
from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Certificates.
(f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action
which would cause the Certificates to be federally guaranteed within the meaning of section 149(b)
of the Code and the Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the information required by section
149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary may prescribe.
(h) Rebate of Arbitraqe 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 ail records of accounting for at least six years after the day on which
the last Outstanding Certificate is discharged. However, to the extent permitted by
law, the City may commingle Gross Proceeds of the Certificates with other money
of the City, provided that the City separately accounts for each receipt and
expenditure of Gross Proceeds and the obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City shall calculate
the Rebate Amount in accordance with rules set forth in section 148(f) of the Code
and the Regulations and rulings thereunder. The City shall maintain such
calculations with its official transcript of proceedings relating to the issuance of the
Certificates until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Certificates by the
Purchasers and the loan of the money represented thereby and in order to induce
such purchase by measures designed to insure the excludability of the interest
thereon from the gross income of the owners thereof for federal income tax
purposes, the City shall pay to the United States out of the Certificate Fund or its
general fund, as permitted by applicable Texas statute, regulation or opinion of the
Attorney General of the State of Texas, the amount that when added to the future
value of previous rebate payments made for the Certificates equals (i) in the case
of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations,
one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the
case of any other Computation Date, ninety percent (90%) of the Rebate Amount
on such date. In all cases, the rebate payments shall be made atthe times, in the
installments, to the place and in the manner as is or may be required by section
148(f) of the Code and the Regulations and rulings thereunder, and shall be
accompanied by Form 8038-T or such other forms and information as is or may be
required by Section 148(f) of the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2) and (3),
and if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the
Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier
of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces
the amount required to be paid to the United States pursuant to Subsection (h) of this Section
because such transaction results in a smaller profit or a larger loss than would have resulted if the
transaction had been at arm's length and had the Yield of the Certificates not been relevant to
either party.
(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 Certificates, in the Certificate as to Tax Exemption or similar or other
appropriate certificate, form or document.
SECTION 23: Sale of Certificates - Official Statement Approval. The sale of the
Certificates authorized by this Ordinance to J.P. Morgan Securities Inc. and Dain Rauscher
Incorporated (herein referred to as the "Purchasers") in accordance with the Purchase
Contract, dated March 7, 2000, approved and authorized to be executed pursuant to Ordinance
No. is hereby ratified, confirmed and approved.
Furthermore, the use of the Official Statement by the Purchasers in connection with the
public offering and sale of the Certificates is hereby ratified, confirmed and approved in all
respects. The final Official Statement, which reflects the terms of sale (together with such changes
approved by the Mayor, City Manager, Director of Finance or City Secretary, individually or
collectively), shall be and is hereby in ali respects approved, and the Purchasers are hereby
authorized to use and distribute said final Official Statement, dated March 7, 2000, in the
reoffering, sale and delivery of the Certificates to the public. The Mayor and City Secretary are
further authorized and directed to manually execute and deliver for and on behalf of the City
copies of said Official Statement in final form as may be required by the Purchasers, and such fina~
Official Statement in the form and content manually executed by said officials shall be deemed to
-25-
be approved by the City Council and constitute the Official Statement authorized for distribution
and use by the Purchasers.
SECTION 24: Proceeds of Sale. The proceeds of sale of the Certificates, excluding the
accrued interest and premium, if any, received from the Purchasers, shall be deposited in a
construction fund maintained at the City's depository bank. Pending expenditure for authorized
projects and purposes, such proceeds of sale may be invested in authorized investments in
accordance with the provisions of V.T.C.A., Government Code, Chapter 2256, including
specifically guaranteed investment contracts permitted in V.T.C.A., Section 2256.015, et seq, and
any investment earnings realized may be expended for such authorized projects and purposes
or deposited in the Certificate Fund as shall be determined by the City Council. Accrued interest
and premium, if any, as well as all surplus proceeds of sale of the Certificates, including
investment earnings, remaining after completion of all authorized projects or purposes shall be
deposited to the credit of the Certificate Fund.
SECTION 25: Control and Custody of Certificates. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending the sale
of the Certificates, the investigation by the Attorney General of the State of Texas, including the
printing and supply of definitive Certificates, and shall take and have charge and control of the
Initial Certificate(s) pending the approval thereof by the Attorney General, the registration thereof
by the Comptroller of Public Accounts and the delivery thereof to the Purchasers.
Furthermore, the Mayor, Mayor Pro Tem, City Secretary, Director of Finance and City
Manager, any one or more of said officials, are hereby authorized and directed to furnish and
execute such documents and certifications relating to the City and the issuance of the Certificates,
including a certification as to facts, estimates, circumstances and reasonable expectations
pertaining to the use and expenditure and investment of the proceeds of the Certificates as may
be necessary for the approval of the Attorney General and their registration by the Comptroller of
Public Accounts. In addition, such officials, together with the City's financial advisor, bond counsel
and the Paying AgentJRegistrar, are authorized and directed to make the necessary arrangements
for the delivery of the Initial Certificate(s) to the Purchasers and the initial exchange thereof for
definitive Certificates.
SECTION 26: Notices to Holders-Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States Mail, first class postage prepaid, to the address
of each Holder appearing in the Security Register at the close of business on the business day
next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such
notice with respect to all other Certificates. Where this Ordinance provides for notice in any
manner, such notice may be waived in writing by the Holder entitled to receive such notice, either
before or after the event with respect to which such notice is given, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying
-26-
Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.
SECTION27: Cancellation. AII Certificates surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
and, if not already cancelled, shall be promptly cancelled by the Paying AgentJRegistrar. The City
may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously
certified or registered and delivered which the City may have acquired in any manner whatsoever,
and all Certificates so delivered shall be promptly cancelled by the Paying Agent/Registrar. All
cancelled Certificates held by the Paying Agent/Registrar shall be retumed to the City.
SECTION 28: Bond Counsel's Opinion. The Purchasers' obligation to accept delivery of
the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski L.LP., Dallas,
Texas, approving the Certificates as to their validity, said opinion to be dated and delivered as of
the date of delivery and payment for the Certificates. An executed counterpart of said opinion
shall accompany the global certificates deposited with The Depository Trust Company or a
reproduction thereof shall be printed on the definitive Certificates in the event the book entry only
system shall be discontinued.
SECTION 29: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive
Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers
on the definitive Certificates shall be of no significance or effect as regards the legality thereof and
neither the City nor attorneys approving the Certificates as to legality are to be held responsible
for CUSIP numbers incorrectly printed or typed on the definitive Certificates.
SECTION 30: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, and this Ordinance and all its provisions is
intended to be and shall be for the sole and exclusive benefit of the City, the Paying
Agent/Registrar and the Holders.
SECTION 31: Inconsistent Provisions. All ordinances, orders or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 32: Governinq Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 33: Effect of Headinqs. The Section headings herein are for convenience only
and shatl not affect the construction hereof.
-27-
SECTION 34: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include ~i~e plural, words of the plural number
shall be considered to include the singular, and words of the masculine, feminine or neuter gender
shall be considered to include the other genders.
SECTION 35: Severability. If any provision of this Ordinance or the application thereof to
any circumstance shall be held to be invalid, the remainder of this Ordinance and the application
thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares
that this Ordinance would have been enacted without such invalid provision.
SECTION 36: Continuinq Disclosure Undertakinq. (a) Definitions. As used in this
Section, the following terms have the meanings ascribed to such terms below:
"MSRE' means the Municipal Securities Rulemaking Board.
"NRMSII~' means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule
from time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC: means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized
department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state
information depository within the meaning of the Rule from time to time.
(b) Annual Reports. The City shall provide annually to each NRMSIR and any SID,
within six months after the end of each fiscal year (beginning with the fiscal year ending
September 30, 1999) financial information and operating data with respect to the City of the
general type included in the final Official Statement approved by Section 23 of this Ordinance,
being the information described in Exhibit B hereto. Financial statements to be provided shall be
(1) prepared in accordance with the accounting principles described in Exhibit B hereto and
(2) audited, if the City commissions an audit of such statements and the audit is completed within
the period during which they must be provided, if audited financial statements are not available
at the time the financial information and operating data must be provided, then the City shall
provide unaudited financial statements for the applicable fiscal year to each NRMSlR and any SlD
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
0thenNise woutd be required to provide financial information and operating data pursuant to this
Section.
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The financial information and operating data to be provided pursuant to this Section
may be set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(c) Material Event Notices. The City shall notify any SID and either each NRMSIR or
the MSRB, in a timely manner, of any of the following events with respect to the Certificates, if
such event is material within the meaning of the federal securities laws:
2.
3.
4.
5.
6.
Certificates;
7.
8.
9.
10.
Principal and interest payment delinquencies;
Non-payment related defaults;
Unscheduled draws on debt service reserves reflecting financial difficulties;
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
Modifications to rights of holders of the Certificates;
Certificate cells;
Defeasances;
Release, substitution, or sale of property secudng repayment of the
Certificates; and
11. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely
manner, of any failure by the City to provide financial information or operating data in accordance
with subsection (b) of this Section by the time required by such Section.
(d) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section while, but only while, the City remains an
"obligated person" with respect to the Certificates within the meaning of the Rule, except that the
City in any event will give the notice required by subsection (c) hereof of any Certificate calls and
defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit
or any legal or equitable 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 otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Certificetes at any future date.
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820984.1
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT
OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section
shall constitute a breach of or default under this Ordinance for purposes of any other provision of
this Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit
the duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to
adapt to changed circumstances resulting from a change in legal requirements, a change in law,
or a change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted underwriters to purchase or sell
Certificates in the primary offering of the Certificates in compliance with the Rule, taking into
account any amendments or interpretations of the Rule to the date of such amendment, as well
as such changed circumstances, and (2) either (a) the Holders of a 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 Certificates consent to such amendment or (b) a Person
that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the Holders and beneficial owners of the
Certificates. The provisions of this Section may also be amended from time to time or repealed
by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final
jurisdiction determines that such provisions are invalid, but only if and to the extent that reservation
of the City's right to do so would not prevent underwriters of the initial public offedng of the
Certificates from lawfully purchasing or selling Certificates in such offering. If the City so amends
the provisions of this Section, it shall include with any amended financial information or operating
data next provided in accordance with subsection (b) an explanation, in narrative form, of the
reasons for the amendment and of the impact of any change in the type of financial information
or operating data so provided.
SECTION 37: insurance. The Certificates have been offered and sold with the principal
of and interest thereon being insured by Ambac Assurance Corporation (hereinafter called
"Ambac") pursuant to a Municipal Bond Insurance Policy. In accordance with the terms and
conditions applicable to insurance provided by Ambac, the City covenants and agrees that, in the
event the principal and interest due on the Certificates shall be paid by Ambac pursuant to the
policy referred to this Section, the assignment and pledge of all funds and all covenants,
agreements and other obligations of the City to the Holders shall continue to exist and Ambac sha~
be subrogated to the rights of such Holders; and furthermore, the City covenants and agrees that:
820984.1 -30-
(a) Consent of Ambac where Holder Consent Required. Ambac
shall be deemed to be the holder of the Certificates insured by Ambac at all times
for the purpose of the execution and delivery of any amendment, change or
modification of this Ordinance or the initiation by Holders of any action to be taken
under this Ordinance at the Holder's request, which under this Ordinance (or under
such underlying documents requires the wdtten approval or consent of or can be
initiated by the Holders of a majority (50% percent) in aggregate principal amount
of the Certificates at the time Outstanding.
(b) Defeasance. In the event that the principal and redemption price,
if applicable, and interest due on the Certificates shall be paid by Ambac pursuant
to the policy referred to in this Section, all covenants, agreements and other
obligations of the City to the Holders shall continue to exist and Ambac shall be
subrogated to the rights of such Holders.
(c) Notices to be Given to Ambac. While the Municipal Bond Guaranty
Insurance Policy is in effect, the City shall furnish to Ambac:
(1) as soon as practicable after the filing thereof, a copy of
any financial statement of the City and a copy of any audit and
annual report of the City;
(2) a copy of any notice to be given to the registered
owners of the Certificates, including, without limitation, notice of any
redemption or defeasance of Certificates, and any certificate
rendered pursuant to this Ordinance relating to the security for the
Certificates; and
(3) such additional information as it may reasonably
request.
The City will permit Ambac to discuss the affairs, finances and accounts of
the City, or any information Ambac may reasonably request regarding the security
for the Certificates with appropriate officers of the City. The City will permit Ambac
to have access to and make copies of all books and records relating to the
Certificates at any reasonable time.
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(d) Consent of Ambac. Any provision of this Ordinance expressly
recognizing or granting rights in or to Ambac may not be amended in any manner
which affects the rights of Ambac hereunder without the prior written consent of
Ambac. Furthermore, anything in this Ordinance to the contrary notwithstanding,
upon the occurrence and continuance of an event of default, Ambac shall be
entitled to control and direct the enforcement of all rights and remedies granted to
the Holders of the Certificates for the benefit of such Holders.
(e) Concerninq the Bond Insurance Policy. As long as insurance for the
Certificates shall be in full force and effect, the City agrees to comply with the
following provisions:
(1) if five (5) days prior to an interest payment date for the
Certificates the City determines that there will be insufficient funds
in the Certificate Fund to pay the principal of or interest on the
Certificates on such interest payment date, the City shall so notify
Ambac. Such notice shall specify the amount of the anticipated
deficiency, the Certificates to which such deficiency is applicable
and whether such Certificates will be deficient as to principal or
interest, or both,
(2) the City shall, after giving notice to Ambac as provided
in (1) above, make available to Ambac and the United States Trust
Company of New York, as insurance trustee for Ambac, the
registration books of the City maintained by the Paying
Agent/Registrar, and all records relating to the funds and accounts
maintained under this Ordinance.
(3) the City shall cause the Paying Agent/Registrar to
provide ^mbac and the United States Trust Company of New York
with a list of registered owners of Certificates entitled to receive
principal or interest payments from Ambac under the terms of the
Municipal Bond Insurance Policy, and shall cause the Paying
Agent/Registrar to make arrangements with United States Trust
Company of New York (I) to mail checks or drafts to the registered
owners of Certificates entitled to receive full or partial interest
payments from Ambac, and (ii) to pay principal upon Certificates
surrendered to United States Trust Company of New York by the
registered owners of Certificates entitled to receive full or partial
principal payments from Ambac.
-32-
(4) the City shall cause the Paying Agent/Registrar to notify,
at the time it provides notice to Ambac pursuant to (1) above, the
registered owners of Certificates entitled to receive the payment of
principal or interest thereon from Ambac (I) as to the fact of such
entitlement, (ii) that Ambac will remit to them all or a part of the
interest payments next coming due, (iii) that should they be entitled
to receive full payment of principal from Ambac they must tender
their Certificates (along with a form of transfer of title thereto) for
payment to United States Trust Company of New York, as
insurance trustee for Ambac, and not the Paying Agent/Registrar,
and (iv) that should they be entitled to receive partial payment of
principal from Ambac they must tender their Certificates for
payment thereon first to the Paying Agent/Registrar, who shall note
on such Certificates the portion of the principal paid by the Paying
Agent/Registrar, and then, along with a form of transfer of title
thereto, to Ambac, which will then pay the unpaid portion of
principal.
(5) Ambac shall, to the extent it makes a payment of
principal of or interest on Certificates, become subrogated to the
rights of the recipients of such payments in accordance with the
terms of the Municipal Bond Insurance Policy, and to evidence
such subrogation (I) in the case of subrogation as to claims for past
due interest, the City shall cause the Paying Agent/Registrar to note
Ambac's rights as subrogee on the registration books of the City
maintained by the Paying Agent/Registrar upon receipt from Ambac
of proof of the payment of interest thereon to the registered owners
of the Certificates, and (ii) in the case of subrogation as to claims
for past due principal, the City shall cause the Paying
Agent/Registrar to note Ambac's dghts as subrogee on the
registration books of the City maintained by the Paying Agent/
Registrar upon surrender of the Certificates by the registered
owners thereof together with proof of the payment of principal
thereof.
SECTION 38: 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, as amended.
820984.1 -33-
SECTION 39: Effective Date. This Ordinance shall take effect and be in full force
immediately from and after its date of adoption shown below.
PASSED ON FIRST READING, February 15, 2000.
PASSED ON SECOND READING AND ADOPTED, this March 7, 2000.
CITY OF SOUTHLAKE, TEXAS
A'FI'EST:
City Secretary
(City Seal)
Mayor
APPROVED AS TO LEGALITY:
City Attorney
-34-
PAYING AGENT/REGISTRAR AGREEMENT
£XHI IT 4
THIS AGREEMENT entered into as of March 7, 2000 (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 execution and delivery of
its "City of Southlake, Texas, Tax and Limited Pledge Revenue Certificates of Obligation, Series
2000" (the "Securities"), dated March 1, 2000, such Securities scheduled to be delivered to the
initial purchasers thereof on or about April 11, 2000; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT Of BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as
Paying Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank
shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest
on the Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Bond Resolution" (hereinafter defined). The issuer
hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the
Securities, the Bank shall keep and maintain for and on behalf of the issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the "Bond Resolution".
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02. ~. 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
821236.1
set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar
for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of
the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year.
in addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any
of the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date on and after which the
principal or any or all installments of interest, or both, are due and payable on any Security
which has become accelerated pursuant to the terms of the Security.
"Bank Office" means the designated office of the Bank as indicated in Section 3.01
hereof. The Bank will notify the issuer in writing of any change in location of the Bank
Office.
"Bond Resolution" means the resolution, order, or ordinance of the governing body
of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any
other officer of the Issuer and delivered to the Bank.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30th.
"Holder" and "Security Holder" each means the Person in whose name a Secudty
is registered in the Security Register.
"Issuer Request" and "Issuer Order" means a written request or order signed in the
name of the Issuer by the Mayor, City Secretary, City Manager, or Director of Finance, 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 govemment or any agency or
political subdivision of a government.
821236.1
-2-
EXHIBIT
"Predecessor Securities" of any particular Secudty means every previous Security
evidencing all or a portion of the same obligation as that evidenced by such particular
Secudty (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen
Security for which a replacement Secudty has been registered and delivered in lieu thereof
pursuant to Section 4.06 hereof and the Resolution).
"Redemption Date" when used with respect to any Secudty to be redeemed means
the date fixed for such redemption pursuant to the terms of the Bond Resolution.
"Responsible Officer" when used with respect to the Bank means the Chairman or
Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of the Executive
Committee of the Board of Directors, the President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of the
Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Bond Resolution the principal of
a Security is scheduled to be due and payable.
Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Pavin(~ Aoent. As Paying Agent, the Bank shall, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
pay on behalf of the Issuer the principal of each Secudty at its Stated Maturity, Redemption Date,
or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address: P. O. Box 2320, Dallas, Texas 75221-2320 or 1201 Main Street, One Main Place, 18~
Floor, Dallas, Texas 75201, Attention: Corporate Trust Services.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each
Security when due, by computing the amount of interest to be paid each Holder and making
821236.1
-3-
EXHIBIT A
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date. All payments of principal and/or interest on the Securities to the registered owners shall be
accomplished (1) by the issuance of checks, payable to the registered owners, drawn on the
fiduciary account provided in Section 5.05 hereof, sent by United States mail, first class, postage
prepaid, to the address appearing on the Security Register or (2) by such other method,
acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense.
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities at the dates specified in the Bond Resolution.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register - Transfers and Exchanaes. The Bank agrees to keep
and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and 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. Ail transfers, exchanges and replacement of
Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the National Association of Securities Dealers,
in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized
in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re-registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the 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 pdnted
Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of
printed Securities will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other governments or corporations for which
it serves as registrar, or that is maintained for its own securities.
Section 4.03. Form of Security Reqister. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Secudty
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for
which other Securities have been issued, or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs
the Bank, subject to the provisions of Section 19 of the Bond Resolution, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only
upon the approval of the Issuer and after (i) the filing by the Holder thereof with the Bank of
evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the
authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an
amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges
associated with such indemnity and with the preparation, execution and delivery of a replacement
Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen.
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 Securities
it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of
821236.1
-5-
any Securities pursuant to Section 4.01, and Securities it has delivered in exchange for or in lieu
of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein
and agrees to use reasonable care in the performance thereof.
Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively
rely, as to the truth of the statements and correctness of the opinions expressed therein, on
certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security, or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated
in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security, or other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
821236.1
-6-
EXHIBIT
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Secudty from its own funds.
Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same
rights it would have if it were not the Paying AgentJRegistrar, or any other agent.
Section 5.05. Moneys Held by Bank - Fiduciary AccountJCollateralization. A fiduciary
account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and
disbursement of moneys received from the Issuer hereunder for the payment of the Securities,
and money deposited to the credit of such account until paid to the Holders of the Securities shall
be continuously collateralized by securities or obligations which qualify and are eligible under both
the laws of the State of Texas and the laws of the United States of America to secure and be
pledged as collateral for fiduciary accounts to the extent such money is not insured by the Federal
Deposit Insurance Corporation. Payments made from such fiduciary account shall be made by
check drawn on such fiduciary account unless the owner of such Securities shall, at its own
expense and risk, request such other medium of payment.
The Bank shall be under no liability for interest on any money received by it hereunder.
Subject to [he applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Secudty has become
due and payable will be paid by the Bank to the Issuer, and the Holder of such Secudty shall
thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to
such moneys shall thereupon cease.
Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without
negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or liability
in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the State and County where either the
Bank Office or the administrative offices of the Issuer is located, and agree that service of process
by certified or registered mail, return receipt requested, to the address referred to in Section 6.03
of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that
the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to
determine the rights of any Person claiming any interest herein.
Section 5.08. DT Services. it is hereby represented and warranted that, in the event the
Securities are otherwise qualified and accepted for "Depository Trust Company" services or
EXHIBIT
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", which establishes
requirements for securities to be eligible for such type depository trust services, including, but not
limited to, requirements for the timeliness of payments and funds availability, transfer turnaround
time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02. Assiqnment. This Agreement may not be assigned by either party without
the prior wdtten 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 Headings. 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. Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 6.07. Benefits of Aqreement. Nothing herein, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy, or claim hereunder.
Section 6.08. Entire Aqreement. This Agreement and the Bond Resolution constitute the
entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar
and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution
shall govern.
Section 6.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same Agreement.
Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment
of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier
-8-
EXHIBIT A
terminated by either party upon sixty (60) days written notice; provided, however, an early
termination of this Agreement by either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice
given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar.
Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination
of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely
affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with other pertinent books and records
relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by
the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
Section 6.11. Governinq Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION
[SEAL]
Attest:
BY
Title:
Address:
600 Travis, Suite 1150
Houston, Texas 77002
Title:
CITY OF SOUTHLAKE, TEXAS
(CITY SEAL)
Attest:
BY
Mayor
Address: 667 N. Carroll Avenue
Southlake, Texas 76092
City Secretary
821236.1
-9-
EXHIBIT
Exhibit B
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 36 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under
the headings of the Official Statement referred to) below:
1. The financial statements of the City appended to the Official Statement as
Appendix B, but for the most recently concluded fiscal year.
2. The information contained in Tables 1 through 6 and 8 through 14 of the
Official Statement.
Accounting Principles
The accounting principles referred to in such Section are the generally accepted
accounting principles as applicable to governmental units as prescribed by The Government
Accounting Standards Board.
820984.1
INVOICE
Star-Telegram Customer ID: CIT57
400 W.7th Street Invoice Number: 168362441
FORT WORTH,TX 76102 Invoice Date: 3/10/00
(817)390-7761
Federal Tax ID 22-3148254 Terms: Net due in 21 days
Due Date: 3/31/00
Bill To: PO Number:
CITY OF SOUTHLAKE Order Number: 16836244
667 N CARROLL AVE
SOUTHLAKE, TX 76092-6412 Sales Rep: 073
Description: CITY OF SOUTHLA
Publication Date: 3/10/00
Description Location Col Depth Linage MU Rate Amount
CITY OF SOUTHLAKE.TEXAS ntsDIN I358 I SE, 86 LINE $5.79 $497.94
CITY OF
SOUTHLAKE TEXAS
ORDINANCE NO.764
Sales Discount AN ORDINANCE authorizing ($428.28)
the issuance of "CITY OF
SOUTHLAKE, TEXAS TAX
AND LIMITEDPLEDGEREV-
ENUE
EN OF
OBLIGATION, SERIES
2000"; specifying the
certificates,'
ands,' vs o said Net Amount: $69.66
certiticates� providing tor
payment of said certifi-
a cates of obligation by levy
of an ad valorem tax upon
all taxable property within
the City and a limited
pledge of net revenues!
from the operation of the
Sewer System;"and Watend
rworks
other matters incident
and relating to the issu-
ance, payment, security,
sale and delivery of said
Certificates,including the
approval and execution of
a Paying Agent / Regis-
trar Agreement and a Pur-
chase Contract and the ap-
proval and distribution of
' an Official Statement;and
providing
an effective
WHEREAS, notice of the
City Council's intention to
issue certificates of obli-
THE STATE OF gatnon din the mat imum
County of Tarrar gs,ai9's 000 for the pur-
poses
obligations to be
contractu-
ali -
Before me,a Not slarred n of pu)blic workn-County and State,this day personally appeared TAMMIE BRYANT, Bid and Legal Coordinator, for the Star-
Telegram, publish to wit: (1) street improve-
d Inc
ments, including and an .
l at Fort Worth, in Tarrant County,Texas;and who,after being duly sworn,did depose and say that the
attached clipping i ncide Waorainage ta„"dlublished in the above named paper on the listed dates:
traffic signalization, and
.(ii)the acquisition and in-
stallation of a fire sprin-
kler system for the City's
public works building,.and
SUBSCRIBED AN rendperefdes in relation"to ME,THIS Tuesday,March 000.
such projects and the fi-
nancing thereof,has been
duly published in The Fort
Worth Star-Telegram, a Notary Public •
and sdetermined.bto be of
general circulation in the
City of Southlake, Texas,
on 2/9, 2000 and 2/16, DAWN M. KUYKEND LL
22000 the date the first .•'
beingl not less sucha fifteen 1 COMMISSION EXPIRES '
Thank You F �'�
(15)days stated to the ten-t �► SEPTEMBER 13,2009
tative date therein- r
for the second reading r
- ----——— and final passage.of the_ 1_,
ordinance authorizing the
issuance of such certifi-
cates•
PASSEb AND APPROVED
BY THE CITY COUNCIL OF
(� THE CITY OF SOUTHLAKE
Remit To: St DAY MARCH,2000. Customer ID: CIT57
//MAYOR RICK STACY V�
P•`AT; SANDRA L. LEG-
RAND Customer Name: CITY OF SOUTHLAKE
CITY SECRETARY V
FOEPALLOENDTA Lo�RRM: 76101-2051 Invoice Number: 168362441
CITY ATTORNEY
Invoice Amount: $69.66
PO Number:
Amount Enclosed:
wr
INVOICE
Star-Telegram Customer ID: CIT57
400 W.7th Street Invoice Number: 167060191
FORT WORTH,TX 76102 Invoice Date: 2/18/00
(817)390-7761
Federal Tax ID 22-3148254 Terms: Net due in 21 days
Due Date: 2/29/00
Bill To: PO Number:
CITY OF SOUTHLAKE 667 N CARROLL AVE Order Number: 16706019
SOUTHLAKE, TX 76092-6412 Sales Rep: 073
Description: CITY OF SOUTHLA
CITY OF SOUTHLAKE,TEXAS Publication Date: 2/18/00
VOTICE was hereby given I.
ail interested persons tha
Description the City Council of the City''-
Location Col Depth Linage MU Rate Amount
Southlake, Texas, will he
holding a public hearing dui
;ng the regular city counce
CITY OF SOUTHL meetin to be held on March' 1358 1 104 104 LINE 55.79 $602.16
7, 2000, at 7:00 p.m. The'
meeting will be held in the
City Council Chambers of
City Hall, 667 North Carroll ($517.92)
Sales Discount Avenue, Southlake, Texas.
Purpose of the hearing will
be held regarding the follow-
in
RDINANCE NO.764
AN ORDINANCE authorizing
the issuance of CITY OF $84.24
SOUTHLAKE, TEXAS, TAX Net Amount:
AND LIMITED PLEDGE REVE-
NUE CERTIFICATES OF OBLI-
GATION, SERIES 2000";
specifying the terms and fea-
tures of said certificates•
providing for payment of
said certificates of obliga-
tion by levy of an ad valorem
tax upon all taxable property
within the City and a limited
pledge of net revenues from
the operation of the City's
Waterworks and Sewer Sys-
tem; and resolving other
matters incident and relating
to the issuance payment
security,sale and delivery of I
said Certificates, including I
the approval and execution
of a Paying Agent/ Regis-
trar Agreement and a Pur
chase Contract and the ap-
proval and distribution of an
Official Statement; and pro-
viding an effective'date.
THE STATE OF TE WHEREAS, notice of the City
Council's intention to issue
County th of Tarrant ceertificatesmaxi of obligation pal
in
m um
amount of 53,895,000 for
the purposes of paying con-
Before me,a Noun, tractual obligations to be in-unty and State, this day personally appeared TAMMIE BRYANT, Bid and Legal Coordinator, for tie Star-
curred for(a)the construe- rylfexas and who,after beingd I sworn, did depose and say that the
Telegram, published to sheet public
works,to wit at Fort Worth. in Tarrant County,,
attached clipping of cluding land and rights-of-lished In th above named paper on the , .ales:
way acquisition, incidental
drainage and traffic signal-
ization, and (ii) the acquisi- • �� C�,(� `- _. C�
tion and installation of a fire ``�� —
spandfbI r system for the _ ' '
SUBSCRIBED AND City's public works building,
professionalo to sucsE THIS Wednesday, Fly 23,2000.
rendered in relation to such
g
projects and th fiu pub- /II
A.114,
/�� //' /
thereof, has been duly pub- J/
lished in The Fort Worth Star- Kota -P'._b-Ie A<
Telegram,a newspaper here- - ,
by found and determined to DAWN , KUYKENDALL ,
be of general circulation in ,
on City of
f200 Southlake,Texas,
: '� COMMISSION EXPIRES
2000,the date the being
SEPTEMBER 13,2003
publi-
cation of such notice being ,
•
not
less than fifteen (15)date e _ _ - _ -
Thank You For sta tedt thereint fora the
second reading and final pas-
. .. sage of the ordinance autho-
rizing the issuance of such —--—"—'"�' -`-- — '--
certificates;and
WHEREAS,no petition protest-
ing the issuance of the certifi-
cates of obligation and bear-
ing valid petition signatures
Remit To: Star- of at least 5%of the qualified
electors of the City, has Customer ID: CIT57
been presented to or filed
with the Mayor, City Secre-
P.O, tary or any other official of the City on or prior to the Customer Name: CITY OF SOUTHLAKE
date of the passage of this
FOR ordinance;and '6101-2051 Invoice Number: 167060191
WHEREAS,the Council hereby
finds and determines,all of
the certificates of obligation Invoice Amount: $84.24
described in the aforesaid
notices should be issued
and sold at this time; now, PO Number:
therefore,
Sandra L.LeGrand
City Secretary Amount Enclosed: $
City of Southlake,Texas