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Home My WebLink AboutCC 2004-04-12 Agendas CITY OF NORTH RICHLAND HILLS PRE-COUNCIL AGENDA APRIL 12, 2004 - 6:00 P.M. For the Meeting conducted at the North Richland Hills City Hall - Pre-Council Chambers 7301 Northeast Loop 820. NUMBER ITEM ACTION TAKEN 1. Discuss Items from Regular April 12, 2004 City Council MeetinQ (5 Minutes) 2. IR 2004-036 Update and Status Report on 2004 Economic Development Work Plan (20 Minutes) 3. *Executive Session - The Council may Enter into Closed Executive Session to Discuss the Following: Deliberation Regarding Economic Development as Authorized by §551.087 - South Grapevine Highway Corridor Area 4. Adjournment *Closed due to subject matter as provided by the Open Meetings Law. If any action is contemplated, it will be taken in open session. " POSTED L/~C¡. 0 l: at. :/..'45 Pin. TbM 1 r a... CII¡¡ -~ ~ 04/12/04 City Council Agenda Page 1 of 5 CITY OF NORTH RICHLAND HILLS CITY COUNCIL AGENDA APRIL 12, 2004 -7:00 PM For the Meeting conducted at the North Richland Hills City Hall Council Chambers 7301 Northeast Loop 820, at 7:00 p.m. The below listed items are placed on the Agenda for discussion and/or action. 1. Items on the consent agenda will be voted on in one motion unless a Council Member asks for separate discussion. 2. The Council reserves the right to retire into executive session concerning any of the items listed on this Agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. 3. Persons with disabilities who plan to attend this meeting and who may need assistance should contact the City Secretary's office at 817-427-6060 two working days prior to the meeting so that appropriate arrangements can be made. NUMBER ITEM ACTION TAKEN 1. Call to Order 2. Invocation - Councilman Whitson 3. Pledge - Councilman Whitson 4. Special Presentations - 5. Citizens Presentation 6. Removal of Item(s) from the Consent Agenda 04/12/04 City Council Agenda Page 2 of 5 NUMBER ITEM ACTION TAKEN 7. Consent a. Minutes of the March 22, 2004 Council Agenda Meeting PS 2003-60 b. Consideration of a Request from Birdville Independent School District to Approve the Final Plat of Lot 1, Block KK, Home Town Addition Located in the 8700 block of Bridge Street (10.660 acres) GN 2004-023 c. Acceptance of Report from Mayor on Appointment of Council Representative to Quad Cities DFW Foundation GN 2004-024 d. Approving Joint Election with Tarrant County for May 15, 2004 City Council Election and Local Option Election - Resolution No. 2004-023 PW 2004-006 e. Approve City-Developer Agreement for CIP Water System Improvements with J & J NRH100 Family Partnership for Water Lines located in Forest Glenn West - Resolution No. 2004-024 PW 2004-007 f. Approve Interlocal Agreement with the City of Richland Hills for the Overlay of Glenview Drive (from approximately Loop 820/SH 121 to SH 26) and Revise 2003/04 CIP Budget PW 2004-008 g. Approve City-Developer Agreement with Jon Evans for the Construction of an 8 Inch Water Line - Resolution No. 2004- 025 PW 2004-009 h. Award of Bid to McClendon Construction Company, Inc. in the amount of $846,219.85 for the Lola Drive and Galway Lane Street Improvement Projects 04/12/04 City Council Agenda Page 3 of 5 NUMBER ITEM ACTION TAKEN 7. Consent Agenda (Conünued) PW 2004-01 0 i. Award of Bid to McClendon Construction Company in the amount of $179,226.75 for the Construction of Douglas Lane (Hightower Drive to 200' north) and Storm Drain Improvements for Fire Station NO.4 and Amend 2003/04 CIP Budget 8. GN 2004-027 Consider all Matters Incident and Related to the Issuance and Sale of "City of North Richland Hills, Texas, General Obligation Refunding and Improvement Bonds, Series 2004", dated April 15, 2004, Including the Adoption of an Ordinance (Ordinance No. 2781) Authorizing the Issuance of Such Bonds and Providing for the Redemption of Certain Outstanding Obligations of the City 9. PS 2003-39 Public Hearing and Consideration of a Request from James and Deana Davis, Mark and Kathern Harwell to Approve the Replat of Lots 1 R & 3R, Block 14 Glenann Addition Located at 8612 and 8620 Martin Drive 10. PZ 2004-03 Public Hearing and Consideration of a Request from Kent Cooley for a Zoning Change from "AG" Agricultural District to "R-1" Single Family Residential District (Located at 8720 Amundson Drive - 0.996 acres) - Ordinance 2779 11. PZ 2000-38R4 Public Hearing and Consideration of a Request from Ernest Hedgecoth Consulting Engineers, Inc. on Behalf of Woodforest National Bank to Revise the Approved Wal-Mart Planned Development Site Plan (Located in the 8500 Block of Precinct Line Road - 1.86 acres) - Ordinance No. 2780 12. GN 2004-028 30th Year Community Development Block Grant Public HearinQ 04/12/04 City Council Agenda Page 4 of 5 NUMBER ITEM ACTION TAKEN 13. GN 2004-025 Approval of New Committee Members to the Youth Advisory Committee 14. GN 2004-026 Approval of the Tarrant Regional Transportation Coalition Agreement - Resolution No. 2004-028 15. Action on Any Item Discussed in Executive Session listed on Pre-Council AQenda 16. Information and Reports - Councilwoman Johnson 17. Adjournment - pOSTED L/,q.oq Date J. :¿¡ S pfr\., Time - ""g-' "4 , - c~ SetrØI'Y etkd~ - 04/12/04 City Council Agenda Page 5 of 5 INFORMAL REPORT TO MAYOR AND CITY COUNCIL No. IR-2004-038 * Date: April 6, 2004 Subject: Update and Status Report on 2004 Economic Development Work Plan The Economic Development Department continues to focus on several major projects. The Department completed a strategic plan in January 2003 that outlined three major strategies with eight primary and eight secondary objectives. Since that time the City Council has met in November 2003 to prioritize city-wide goals. As a result of the recently established city-wide goals, the Economic Development Department has further refined a specific work plan for this next year. A summary presentation will be given to the City Council at the pre-session before the Apri/12 regular Council meeting on the major projects that will be undertaken by the Economic Development·Department over the next year. We.also will be introducing and discussing in more detail a new economic development web site, a formal business retention plan and a target industry plan for recruiting new businesses. We will be available for questions and comments following the presentation. This is an update and status report. We will be focusing our efforts for the coming year to help us be more pro- active in bringing about positive changes for our community. ~2~ John Pitstick Development Director '1 ISSUED BY THE CITY MANAGER NORTH RICHLAND HILLS, TEXAS MINUTES OF THE PRE-COUNCIL AND REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF NORTH RICH LAND HILLS, TEXAS, HELD IN THE CITY HALL, 7301 NORTHEAST LOOP 820 - MARCH 22, 2004 PRE-COUNCIL SESSION The City Council of the City of North Richland Hills, Texas met in Pre-Council session on the 22nd day of March, 2004 at 5:45 p.m. in the Pre-Council Room prior to the 7:00 regular Council meeting. Present: Oscar Trevino Joe D. Tolbert John Lewis Scott Turnage Frank Metts, Jr. JoAnn Johnson David Whitson Timothy J. Welch Staff Members: Larry J. Cunningham Richard Torres Ogden Bo Bass Karen Bostic Paulette Hartman Patricia Hutson George Staples John Pitstick Larry Koonce Mike Curtis Jenny Mabry Clay Caruthers Thomas Powell Andy Jones Call to Order Mayor Mayor Pro Tem Councilman Councilman Councilman Councilwoman Councilman Councilman City Manager Assistant City Manager Assistant City Manager Managing Director Administrative/Fiscal Services Assistant to City Manager City Secretary City Attorney Director of Development Finance Director Public Works Director Communications Director Budget Manager Director of Building Services Fire Chief Mayor Trevino called the Pre-Council meeting to order at 5:45 p.m. 1. Discuss Items from Regular March 22, 2004 City Council Meeting There were no questions from the Council. 2. IR 2004-030 Independent Auditors to Brief City Council on the Changes in the Comprehensive Annual Financial Report - GASB 34 City Council Minutes March 22, 2004 Page 2 Mr. Koonce, Finance Director, informed the Council that the audited financial statements for the year ending September 30, 2003 are the first statements produced under the new Governmental Accounting Standards Board Statement 34 (GASB 34) model. Mr. Koonce introduced Mr. Terry Kile of Deloitte and Touche, the City's independent auditors, to present the report. ' Mr. Kile gave an overview of the changes to the report, explaining the differences between the old model and the new GASB 34 model. Mr. Kile discussed with the Council the changes to the design of the report. The report is now divided into three basic sections: 1) Introductory Section - same as in the past containing the transmittal letter from the City to the readers; 2) Financial Section - where all of changes have occurred; 3) Statistical Section - same as in the past. The beginning of the Financial Section contains the auditor's opinion which is unqualified or a clean opinion meaning it is believed that the financials are presented fairly and in accQrdance with GASB 34. The opinion is longer than in the past because GASB 34 requires more items to be addressed. Following the opinion is the Management Discussion Analysis (MD&A). The MD&A is the financial operation of the city in narrative form and is an opportunity for management to discuss the financial operation of the cityJor the year. In future years the MD&A will contain two years of information explaining the year-to-year changes. Following the MD&A are the financial statements. Mr. Kile explained new statements that had been added, revisions to existing statements, the relationship of the statements to each other and changes to the footnotes. Mr. Kile answered questions from the Council on inclusion and grouping of funds on the statements. Mr. Kile cautioned Council on including too many funds up front as major funds. Mr. Kile explained it could make it too complicated up front resulting in increased audit costs. Audit costs could increase because specific individual tests must be performed on each of the major funds. Mr. Kile advised that detail was available to the Council in the balance sheets for the non-major governmental funds. Council formally accepted the report during the regular council meeting. 3. Executive Session Mayor Trevino announced at 6:13 p.m. that the Council would adjourn to Executive Session as authorized by the Texas Government Code for the following items: a) Deliberation Regarding Real Property as Authorized by §551.072 - North Davis Area; and b) Deliberation Regarding Economic Development as Authorized by §551.087- South Grapevine Highway Corridor Area. 4. Adiournment Mayor Trevino announced at 6:51 p.m. that the Council would adjourn to the regular Council meeting. City Council Minutes March 22, 2004 Page 3 REGULAR COUNCIL MEETING 1. CALL TO ORDER Mayor Trevino called the meeting to order March 22, 2004 at 7:00 p.m. ROLL CALL Present: Oscar Trevino Joe D. Tolbert John Lewis Scott Turnage. Frank Metts, Jr, JoAnn Johnson David Whitson Timothy J. Welch Mayor Mayor Pro T em Councilman Councilman Councilman Councilwoman Councilman Councilman Staff: Larry J. Cunningham Richard Torres Patricia Hutson George Staples City Manager Assistant City Manager City Secretary Attorney 2. INVOCATION A student representative from Birdville High School gave the invocation. 3. PLEDGE OF ALLEGIANCE A student representative from Birdville High School led the pledge of allegiance. 4. SPECIAL PRESENTATIONS PRESENTATION TO RICH LAND HIGH SCHOOL STUDENTS FOR DISTINGUISHED ACTS City Council Minutes March 22, 2004 Page 4 Mayor Trevino, Councilwoman Johnson and Dr. Waddell, Birdville Independent School District, recognized Danny Hupp, Andy Baxter, Joseph Mcintosh, Scotty Clynch, and Blake Barfield for their act of kindness to Holiday Lane Estates during a storm last spring. Ms. Roxanne Nichols, Holiday Lane Estates, on behalf of the assisted living community expressed appreciation to the students for their assistance. RECOGNITION OF FORT WORTH CHRISTIAN GIRLS BASKETBALL TEAM Mayor Pro Tem Tolbert recognized and congratulated the girls basketball team for winning the T APPS 4A state title. MOTORCYCLE SAFETY AWARENESS PROCLAMATION Councilman Turnage presented Mr. John Munson, Vice President of the Texas Motorcycle Roadriders Association (TMRA), and Mr. Gene O'Bannon (TMRA) with prodamation proclaiming Mayas Motorcycle Safety Awareness Month. IR 2004-031 CERTIFICATE OF ACHIEVEMENT FOR EXCELLENCE IN FINANCIAL REPORTING FOR THE COMPREHENSIVE FINANCIAL REPORT ENDING SEPTEMBER 30, 2002 Finance Director Larry Koonce advised that the Government Finance Officers Association (GFOA) has awarded a Certificate of Achievement for Excellence in Financial Reporting to the City for its Comprehensive Financial Report for fiscal year ending September 30,2002. The City has been awarded a Certificate of Achievement for the last 20 consecutive years. There were a total of 1,196 municipalities in the State and 153 received the award for 2002. Mr. Koonce introduced Mr. Fred Werner, Director of Finance with the City of Grapevine and past President of the Government Finance Officers Association. Mr. Werner presented to Mr. Koonce the Certificate of Achievement award. Mr. Koonce recognized Ms. Jackie Theriot, Accounting Manager and Ms. Toni Van Hooser, Accountant for their efforts in making it possible for the City to receive this award. 5. CITIZENS PRESENTATION None. 6. REMOVAL OF ITEM(S) FROM THE CONSENT AGENDA City Council Minutes March 22, 2004 Page 5 None. 7. APPROVAL OF CONSENT AGENDA ITEMS APPROVED A. MINUTES OF THE MARCH 11, 2004 COUNCIL MEETING B. GN 2004-018 AUTHORIZE THE PUBLICATION OF NOTICE OF INTENT TO ISSUE CERTIFICATES OF OBLIGATION - RESOLUTION NO. 2004 - 020 C. PU 2004-017 AUTHORIZE CONTRACT EXTENSION FOR UNIFORM CLEANING SERVICES TO DRY CLEAN SUPER CENTER CLEANERS - RESOLUTION NO. 2004-021 COUNCILMAN WHITSON MOVED TO APPROVE THE CONSENT AGENDA. COUNCILWOMAN JOHNSON SECONDED THE MOTION. Motion to approve carried 7-0. 8. GN 2004-019 PRESENTATION OF FISCAL YEAR 2003 AUDITED FINANCIAL REPORT APPROVED Finance Director Larry Koonce summarized the year-end results and fund balance data for various funds and recommended that Council accept the fiscal year 2003 Comprehensive Financial Report. Mr. Koonce introduced Mr. Terry Kile of Deloitte and Touche who presented Council with the audit opinion. The audit opinion is an unqualified opinion or a "clean" opinion meaning they found the Financial Statements to present the City's financial position fairly. Mr. Kile reported that no material weaknesses were noted in the Management Letter and the Single Audit Report shows no findings were found related to the grant programs. Mr. Koonce and Mr. Kile were available to answer questions from council. COUNCILWOMAN J:OHNSON MOVED TO APPROVE GN 2004-019 ACCEPTING THE 2003 FISCAL YEAR AUDITED FINANCIAL REPORT. MAYOR PRO TEM TOLBERT SECONDED THE MOTION. Motion to approve carried 7-0. City Council Minutes March 22, 2004 Page 6 9. GN 2004-020 APPROVE CITY/DEVELOPER AGREEMENT WITH MEGA LIFE AND HEALTH INSURANCE COMPANY (UICI) FOR A TRAFFIC SIGNAL AT THE INTERSECTION OF MID-CITIES BOULEVARD AND SIMMONS DRIVE AND REVISE THE 2003/04 CAPITAL PROJECTS BUDGET - RESOLUTION NO. 2004-022 APPROVED Public Works Director Mike Curtis advised Council that staff meet with representatives of MEGA Life and Health Insurance Company to discuss their request for a traffic signal at the intersection of Mid Cities Boulevard and Simmons Drive. Staff advised UICI although a signal may be warranted there is currently no budget for the warrant study, design or construction of the signal light. UICI has volunteered to fund the project if the City would administer the design and construction. Staff is recommending that Council approve Resolution No. 2004-022 and revise the 2003/04 Capital Projects Budget. COUNCILMAN WELCH MOVED TO APPROVE GN 2004-020 AND RESOLUTION No. 2004-022. COUNCILMAN TURNAGE SECONDED THE MOTION. Motion to approve carried 7-0. 10. GN 2004-021 ADJUSTMENT OF FEE FOR COLLECTION OF DELINQUENT AD VALOREM TAXES AND AMENDMENT OF TAX ATTORNEY CONTRACT APPROVED Budget Manager Clay Caruthers summarized item for Council advising the tax attorney and Tarrant County have both requested that the City consider a fee increase as authorized by the 2001 Texas legislature. Staff is recommending that Council approve the delinquent tax collections fee adjustment for tax years 2003 and beyond and to amend the existing contract with Linebarger, Goggan, Blair & Sampson, LLP to allow them to increase the fee from 15% to 20%. Councilman Welch questioned the age group that would be affected by the delinquent tax fee. Mr. Caruthers advised he did not have the information, but could obtain it. COUNCILMAN LEWIS MOVED TO APPROVE GN 2004-021, APPROVING THE DELINQUENT TAX COLLECTIONS FEE ADJUSTMENT FOR TAX YEARS 2003 AND BEYOND AND TO AMEND THE CITY'S EXISTING CONTRACT WITH LINEBARGER, GOGGAN, BLAIR & SAMPSON, LLP ACCORDINGLY. COUNCILMAN WHITSON SECONDED THE MOTION. City Council Minutes March 22, 2004 Page 7 Motion to approve carried 6-1 with Councilmen Lewis, Turnage, Metts, and Whitson, Mayor Pro Tem Tolbert and Councilwoman Johnson voting for and Councilman Welch voting against. 11. GN 2004-022 APPOINTMENTS TO WHOLESALE WATER CUSTOMER ADVISORY COMMITTEE AND WHOLESALE WASTEWATER CUSTOMER ADVISORY COMMITTEE APPROVED Public Works Director Mike Curtis advised Council that Councilman Turnage was appointed in 2003 as the voting member and he was appointed to serve as alternate on the Wholesale Water Customer Advisory Committe'e and Wholesale Wastewater Customer Advisory Committee. The terms run concurrent with the fiscal year and the term Councilman Turnage fulfilled is now expired. Mayor Trevino opened the floor for nominations. COUNCILMAN METTS NOMINATED COUNCILMAN TURNAGE AS THE VOTING MEMBER AND MIKE CURTIS AS THE ALTERNATE TO THE WHOLESALE WATER AND WHOLESALE WASTEWATER CUSTOMER ADVISORY COMMITTEES. There being no other nominations, Mayor Trevino closed the nominations and called for the vote. Motion to approve carried 6-0 with Councilman Turnage abstaining. 12. PU 2004-013 CONSIDERATION AND/OR ACTION ON AWARDING OF BIDS FOR THE CONSTRUCTION OF FIRE STATION NO.1 AND 4 TO HARRISON QUALITY CONSTRUCTION COMPANY (COUNCIL CONTINUED ITEM AT THEIR 2/23/04 MEETING) APPROVED Council took action after item number 13. 13. ACTION ON ANY ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON PRE- COUNCIL AGENDA City Council Minutes March 22, 2004 Page 8 Executive Item 3a - Deliberation Regarding Real Property - North Davis Area COUNCILWOMAN JOHNSON MOVED TO ACCEPT DONATION AND CONVEYANCE BY B.H. & L. JOINT VENTURE OF 2.58 ACES AT LOT 8, BLOCK 14, FOREST GLENN EAST SUBDIVISION (GENERALLY LOCATED AT THE SOUTHWEST CORNER OF DAVIS BOULEVARD AND SHADYWOOD) FOR LOCATION OF FIRE STATION #1 AND COMMUNITY ROOM. COUNCILMAN WHITSON SECONDED THE MOTION. Motion to approve carried 7-0. 12. PU 2004-013 CONSIDERATION ANDIOR ACTION ON AWARDING OF BIDS FOR THE CONSTRUCTION OF FIRE STATION NO.1 AND 4 TO HARRISON QUALITY CONSTRUCTION COMPANY (COUNCIL CONTINUED ITEM AT THEIR 2/23/04 MEETING) APPROVED This item was continued by Council at their February 23 meeting. Support Services Director Thomas Powell advised bids were opened on January 30th for construction of a new Fire Station #1 and Fire Station #4 along with new community rooms at both locations. Staff received five complete proposals with Harrison Quality Construction having the best proposal. Council asked staff to look into the cost of relocating Fire Station #1 to an alternate site on Davis Boulevard and Shadywood. Staff and Randall Scott of Randall Scott Architects evaluated the cost and have determined the cost is reasonable for relocating Fire Station #1. Should Council decide to award proposal staff will present a change order at the next council meeting for the additional costs. Mr. Powell advised if council should approve proposal it will be necessary to approve Resolution No. 2004-016 authorizing the City Manager to negotiate the contract. MAYOR PRO TEM TOLBERT MOVED TO AWARD THE PROPOSAL FOR CONSTRUCTION OF FIRE STATION #4 TO HARRISON CONSTRUCTION INC. AND TO AWARD THE PROPOSAL FOR CONSTRUCTION OF FIRE STATION #1. AT THE NEW SITE WITH. THE CHANGE ORDER INCLUDING RELOCATION COSTS TO BE CONSIDERED AT THE NEXT COUNCIL MEETING AND APPROVE RESOLUTION No. 2004-016 ALLOWING CITY MANAGER TO NEGOTIATE THE CONTRACTS. COUNCILMAN WELCH SECONDED THE MOTION. Motion to approve carried 7-0. City Council Minutes March 22, 2004 Page 9 14. INFORMATION AND REPORTS Councilman Metts made the following announcements. The Lotta Night Music Concert Series first concert will be The Duffin Family, which will play bluegrass and gospel. The concert will be held on April 2 and begins at 7pm at Green Valley Park. Call the Recreation Center for more information. Join us for the Easter in the Park event on Saturday, April 3. It will begin at 10:00 a.m. and be held at Green Valley Park. There will be bounce houses, a petting zoo, train ride, and of course a fabulous Easter egg hunt! Call the Recreation Center for more details. The Great American Clean Up event will be held on Saturday, April 1 O. The Keep NRH Beautiful committee is hosting this event in conjunction with the Keep America Beautiful's Great American Cleanup. Contact the Neighborhood Services Department to volunteer for this worthwhile event. March 27 Critter Connection North Hills Mall 10:00 a.m. - 6:00 p.m. Kudos Korner Every Council Meeting we spotlight our employees for the great things they do during the course of business. Paul Bergerson, Ricky Bryant, Jesse Byrd and Jay Carter, Utility Division, Public Works Department - A call was received from a NRH resident conveying his appreciation to these men for the professional and expeditious manner in which a water main break was repaired in his area. 15. ADJOURNMENT Mayor Trevino adjourned the meeting at 7:59 p.m. Oscar Trevino - Mayor ATTEST: Patricia Hutson - City Secretary , I CITY OF NORTH RICHLAND HILLS '.,--- Department: PlanninQ Department Council Meeting Date: 4/12/04 Subject: Consideration of a ReQuest from Birdville Independent Agenda Number: PS 2003-60 School District to Approve the Final Plat of Lot 1, Block KK, Home Town Addition Located in the 8700 Block of Bridge Street (10.660 acres). Case Summary: The property is currently vacant. The applicant wants to plat the site for the purpose of construding an elementary school in the Home Town Addition. A public school is a permitted use in all districts of the Town Center zoning. Thoroughfare Plan: This lot has frontage on Bridge Street, a ST 80-50, a Town Center commercial street with 80 feet of RO.W. and 50 feet of pavement including diagonal/parallel parking; Parker Blvd., a CS 70-40, a Town Center commercial street 70 feet of RO.W and 40 feet of pavement; Simmons Drive, a NRH C-2-U, 2-lane undivided, minor collector street with 60 feet of R O. Wand 40 feet of pavement. Comprehensive Plan: The Comprehensive Plan indicates "TC" Town Center uses for this lot. A public school is a permitted use in all districts of Town Center. Therefore, the proposed use is consistent with both the Home Town development and the Comprehensive Plan. Staff Review: The Development Review Committee has reviewed the plat and has determined that the final plat complies with the approved preliminary plat. Attached is a memo from the Public Works Department stating that all of staffs comments have been satisfied with the exception of a 15' sanitary sewer easement required along the northern boundary of the site. Planning and Zoning Commission Recommendation: The Planning and Zoning Commission at their meeting on March 18, 2004 recommended approval of PS 2003-60 by a vote of 7-0 with the following stipulation: 1) That a 15' sanitary sewer easement be added along the northern boundary of the site. The applicant's surveyor has revised the plat to include this easement. Recommendation: To Approve PS 2003-80 the Final Plat of Lot 1, Block KK, Home Town Addition as recommended by the Planning and Zoning Commission. Finance Review Source of Funds: Bonds (GOIRev.) Operating Budget Account Number Sufficient Funds Avaûa01e ~~ Finance Director .I.J (! "A./I Ci CITY OF NORTH RICHLAND HILLS , I Review Schedule: Application: 12/30/0 Final Hearing: 3/11/0 Total Review Time: 14 weeks· *The application was submitted 2 weeks prior to the actual "cut-off "date to allow staff additional time to review the required Traffic Impact Analysis (TIA). , '- '-I CITY COUNCIL ACTION ITEM µ u I II1L ;:: ~~ ~I ~~~ ~ t: DR _(iL- .-"\ - r---c..- iI ~ ~ -..... 1 ~ j;~~ ~0 : ~\~~I I I VI /J .--1 01 I '-- I-- I-- - I-- i-- I-- t-- I I - I-- r-- I-- i-- N A I <::?'À ~ .>~ 1.", iA db~ /' ---- ------'--'-~'"".-.._,~,________.. _..n'____.._.,...._.__,._.,____~.,,_____~______~_ ¡¡ld..·..Jumr u j.. '. '. ' " ... . ..,: ..' ~:..<' '...... . . .: .', ",-. .... v~ ~ NRH PS 2003-60 FINAL PLAT LOT 1, BLOCK KK HOME TOWN NRH ADDITION I Prepared by Planning 03-18-04 I', ~ /' ~ o /.' " ,,', PS 2003-60 CONSIDERATION OF A REQUEST BY BIRDVILLE INDEPENDENT SCHOOL DISTRICT TO APPROVE THE FINAL PLAT OF LOT 1, BLOCK KK, HOME TOWN NRH ADDITION LOCATED IN THE L.C. WALKER SURVEY, A-1652 (10.660 ACRES). APPROVED Ms. Jackson explained that Birdville ISD would like to final plat this lot in order to construct a new elementary school in Home Town. It is located at the northwest corner of the intersection of the proposed Bridge and Parker Streets in Home Town. The rear of the school is on Simmons Dr. It is zoned Town Center and a school is allowed in any zoning district of Town Center. The Thoroughfare Plan calls for Bridge to be an 80-50 (80-ft. right-qf-way with 50-ft. of pavement) and Parker Blvd. will be a CS 70-40, which is 70-ft. of right-of-way with 40-ft. of pavement, and Simmons Dr. is a North Richland Hills C-2-U. Staff has reviewed the plat and determined that it meets all zoning and subdivision ordinances and Staff recommends approval with the stipulation that a 15-ft. sanitary sewer easement be added to the north property line of the plat. Chairman Bowen asked if the school district is aware of the need for the sewer easement. Ms. Jackson responded that they are aware of the need to add the easement. Mr. Davis asked if they object. Victor Baxter, with Schrickel, Rollins and Associates, the engineering firm for this project, stated that the school district does not object. Mr. Davis, seconded by Mr. Schopper, motioned to approve PS 2003-60 with the addition of the 15-ft. sewer easement along the north property line. The motion was approved unanimously (7-0). <~-_.~-""-~-~~';~~'----~----.-"-- NI~H March 12,2004 MEMO TO: Donna Jackson, Planner FROM: Mike Curtis, Director of Public Works '{\I\.U SUBJECT: Hometown NRH Addition; Block 1, Lot KK Final Plat, PS2003-60 Upon further review of the Final Plat and Construction Plans submitted to this office on March 3, 2004, Public Works staff would like to point out that a 15 foot sanitary sewer easement is not shown on the north property line of the plat. The consultant and City staff are investigating the possibility if this sanitary sewer easement will be needed. This issue will be resolved prior the plat going to Council. cc: Dave Green, Zoning Administrator Lance Barton, Assistant Director of Public Works Sanford LeHue, Schrickel, Rollins and Associates, via fax RMC/smm/pwm2004-55 CITY OF NORTH RICHLAND HILLS \'. - Department: City Secretary Council Meeting Date: 4/12/04 Subject: Acceptance of Report from Mavor on Appointment of Agenda Number: GN 2004-023 Council Representative to Quad Cities DFW Foundation The Mayor has received notification from Mr. Bob Hamilton, Quad Cities DFW, that he needs to appoint our City's council representative to the Quad Cities DFW Board'of Directors by April 15. The bylaws provide that the Mayors of each member city are to appoint a council member from their respective City to the Board annuafly for a one year term. The term is to begin May 2004 and expire May 2005. The City Managers of each city are already seated Board Members, Mayor Trevino has appointed Councilman Metts as North Richland Hills' council representative to the Board for the upcoming year. Councilman Metts has represented the City on the Board during the past year and has agreed to continue to represent the City of North Richland Hills. Recommendation: To accept Mayor Trevino's report on appointment of council representative to Quad Cities DFW Foundation. Source of Funds: Bonds (GO/Rev.) Operating Budget Other Finance Review Account Number Sufficient Fu nds A:VallaDle '---- Finance Director f J?g~/ ßt!µ Pdt/Yè;¿¿ ~ Department Head Signature Page 1 of _ 1 .'" CITY OF NORTH RICHLAND HILLS , \,epartment: City Secretary Council Meeting Date: 4/12/04 Subject: ApprovinQ Joint Election with Tarrant County for Agenda Number: GN 2004-024 May 15, 2004 City Council Election and Local Option Election - Resolution No, 2004-023 The Tarrant County Elections Administrator has requested that the City hold its City Council Election jointly with the Local Option Election that will be conducted by Tarrant County, Mr. Robert Parten, Tarrant County Elections Administrator, will serve as the administrator for the joint election. The City will remain responsible for certain statutory duties, The agreement provides for: '.........._-~ · Shared election officials, single ballot, shared polling locations and voting equipment. · Voters may vote early at North Richland Hills City Hall or Muller Building, 600 W. Weatherford Street, Fort Worth, Texas. · Early voting will begin on April 28 from 8:00 a.m. to 5:00 p.m. and will end on May 11, 2004 at 5:00 p.m. Extended hours for early votina will take place at each early votina location on Saturday. May 8.2004 from 8:00 a.m. to 5:00 p.m. · Robert Parten, Tarrant County Elections Administrator, will serve as Early Voting Clerk for the Joint Election and the City Secretary will serve as Deputy Early Voting Clerk. · Tarrant County will be responsible for early voting ballot requests by mail. · Tarrant County Elections Administrator will coordinate the Early Voting Ballot Board, The Early Voting Ballot Board Judge shall be Jeanne Lyons. The agreement provides for a predetermined cost for the City's share of conducting the joint election. If the election were not to be conducted jointly, the City would be responsible for payment of two elections. The statute governing local option elections provides that the election is to be conducted by the County, but the City is responsible for the cost of the election. Therefore, the City will realize a substantial savings by conducting the Council Election jointly with the County's Local Option Election. Resolution No. 2004-023 authorizes the City Secretary to enter into a joint election agreement with Tarrant County for the May 15, 2004 election. Recommendation: To approve Resolution No. 2004-02,3 Source of Funds: Bonds (GO/Rev.) Operating Budget Other " --- Finance Review Account Number Sufficient Funds AvallaDle Finance Director Î~' ',1/. _L_ Ç;:tt/;2¡Clti ~. Department Head Signature ¿k?D ~ .~, /1ð'u Ci . anager Signature Page 1 of L RESOLUTION NO. 2004-023 WHEREAS, the City Council desires to hold a joint election with Tarrant County for the May 15, 2004 election and authorize the City Secretary to enter into a joint election contract for the conduct of said election; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: Section 1: That the City Secretary of the City of North Richland Hills is authorized to execute a joint election agreement with Tarrant County to conduct and coordinate a joint election for the May 15, 2004 North Richland Hills General Election of Officials and Local Option Election. AND IT IS SO RESOLVED. PASSED on the 1ih day of April, 2004. CITY OF NORTH RICH LAND HILLS By: Oscar Trevino, Mayor ATTEST: Patricia Hutson, City Secretary APPROVED AS TO FORM AND LEGALITY: George A. Staples, Attorney CITY OF NORTH RICHLAND HILLS D'epartment: Public Works Council Meeting Date: 4-12-04 Subject: Approve City-Developer AQreement for CIP Water Agenda Number: PW 2004-006 System Improvements with J & J NRH100 Family Partnership for Water Lines located in Forest Glenn West - Resolution No. 2004-024 J & J NRH100 Family Partnership, John W. Barfield, Trustee (Developer) is ready to install the water lines which will serve portions of Forest Glenn West. The proposed water lines are included in the Water and Wastewater Impact Fee Study dated July 31, 1997 by Knowlton-English-Flowers, Inc. The 16" water lines are identified as 8225 and 8806. These improvements as outlined in the study are eligible for reimbursement based on a maximum total cost of up to $126,223.00. Using the appropriate percentages and the actual bid amounts, the reimbursement calculates to a maximum amount of $121,991.31. Upon Council's approval of this agreement and in accordance with the Impact Fee Ordinance No. 2241, the Developer will receive the reimbursement upon completion and acceptance of the improvements. The final reimbursement amount will not exceed $121,991.31, - Sufficient funds are available for the reimbursement. Recommendation: To pass Resolution No. 2004-024 Finance Review h/\ ~~ C.:t" ~ Départmen Head Signature Budget Director Source of Funds: Bonds (GO/Rev.) Operating Budget Other '-- A (!.h1 Page 1 of _ RESOLUTION NO. 2004-024 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, that: 1. The City Manager be, and is hereby, authorized to execute the attached City- Developer Agreement with J & J NRH100 Family Partnership concerning impact fee reimbursement for water main construction to serve Forest Glenn West as the act and deed of the City of North Richland Hills, Texas. PASSED AND APPROVED this the 1ih day of April, 2004. APPROVED: Oscar Trevino, Mayor ATTEST: Patricia Hutson, City Secretary APPROVED AS TO FORM AND LEGALITY: City Attorney APPROVED AS TO CONTENT: -¡LA:L (~~~i;¡ Mike Curtis, Public Works Director CITY OF NORTH RICHLAND HILLS CITY -DEVELOPER AGREEMENT STATE OF TEXAS § § COUNTY OF TARRANT § KNOW ALL MEN BY THESE PRESENTS , THAT J & J NRH100 Family Partnership, John W. Barfield, Trustee, of the County of Tarrant, State of Texas (hereinafter "Developer"), and the City of North Richland Hills, Tarrant County, Texas (hereinafter "City"), enter into the following contract: In consideration of the mutual covenants herein contained and for the purpose of providing water and sewer system improvements as indicated in the construction documents titled "Forest Glenn West Addition" the Developer and the City hereto agree: 1. The Developer has paid to the City all processing fees and has furnished the necessary permits, easements, and right-of-way as required for the construction of the above referenced facilities. In addition, the developer has delivered construction plans, specifications and all other necessary contract documents prepared by a registered professional engineer, and will also furnish construction surveying, cut sheets and field adjustments. 2. The Developer has entered into a contract with the Contractor who will perform the work and who will be paid by the Developer as specified in the construction contract documents. Monthly pay estimates shall be subject to City's review. 3. The Developer agrees to provide, at no cost to the City, all testing necessary to insure that the construction is in accordance with the project specifications and the City standards. 4. The Developer understands and agrees that he has no authority to cancel, alter or amend the terms of the construction contract without specific written authority of the City, and that he shall be responsible for paying the costs of any cancellations, additions, alterations or amendments to the contract unless specifically provided otherwise by written authorization from the City. 5. The Contractor has provided to the City on City forms, maintenance bonds in the amount of twenty (20%) percent of the contract price. 6. The City agrees to participate in the cost of the facilities after construction is complete and accepted. The description and amount of participation is as follows: City-Developer Agreement - Forest Glenn West - Page 1 of 3 City-Dev Agreement.Forest Glenn West In accordance with Ordinance No. 2241, the Water and Wastewater Impact Fee Ordinance, the City will reimburse the Developer the eligible impact fee funds for the proposed improvements. The City shall only reimburse the Developer the amount agreed upon below, after construction of the improvements is complete and accepted by the City. If the actual amount paid to the Contractor is less than the bid amount, the City participation will be reduced accordingly. Eligible Eligible Bid FACILITIES Amount Percent Amount ParticiDation WATER 16" Water Lines $126,223.00 73.38% $166,246.00 $121,991.31 8225 & 8806 located along Bursey Road Total: $126,223.00 $166,246.00 $121,991.31 Total Max. Reimbursement $121.991.31 7. The City will provide the inspection as required and upon satisfactory completion of the work, the will accept ownership and operation of the system subject to the terms of the maintenance bonds. 8. The Developer further covenants and agrees to, and by these presents does hereby, fully indemnify hold harmless the City, its officers, agents, and employees from all suits, actions, or claims of character, whether real or asserted, brought for or on account of any injuries or damages sustained b) persons (including death) or to any property, resulting from or in connection with the construe design, performance or completion of any work to be performed by said Developer, his contrac subcontractors, officers, agents or employees, or in consequence of any failure to properly safeguan work, or on account of any act, intentional or otherwise, neglect or misconduct of said Developer contractor, subcontractors, officers, agents, or employees, whether or not such injuries, death or dam are caused, in whole or in part, by the alleged negligence of the City of North Richland Hills, its offi agents, servants, employees, contractors or subcontractors. 9. Upon completion of the work, good and sufficient title to all facilities constructed warranted free 01 liens or encumbrances is hereby vested in the City of North Richland Hills, Texas. City-Developer Agreement - Forest Glenn West - Page 2 of3 City-Dev Agreement.Forest Glenn West This Agreement was approved in its entirety at the meeting of the City Council of the City of 1>- Richland Hills on the _ day of ,2004, by a majority vote oftœ Council. J & J NRH 100 F AMIL Y PARTNERSHIP By: John W. Barfield, Trustee CITY OF NORTH RICHLAND HILLS By: Larry 1. Cunningham, City Manager ATTEST: -- Patricia Hutson, City Secretary APPROVED AS TO FORM AND LEGALITY: George A. Staples, Attorney APPROVED AS TO CONTENT: Department Head City-Developer Agreement - Forest Glenn West - Page 3 of3 City-Dev Agreement.Forest Glenn West , II) II) en co 5::e8 ~~!& a::~ CC Ñ:~n~~~~1I) ....cc~~~~ II) ..... II) :gr--o ð enN<OMN....~ :8:8..CCr-- r-- U", CC II) CO O.CC CCIt) II) . N. 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M :g It) o Ñ co co ~ ;;; <0 M :g <0 .... o N to- o II) <0 ~ M It) à:i o ,..: ~ ~ .... o M M co o It) co co ~ M M CITY OF NORTH RICHLAND HILLS "- Department: Public Works Council Meeting Date: 4/12/04 Subject: Approve Interlocal AQreement with the City of Richland Agenda Number: PW 2004-007 Hills for the Overlay of Glenview Drive (from approximately Loop 820/SH 121 to SH 26) and Revise 2003/04 CIP Budget The City of Richland Hills is requesting the City of North Richland Hills participate in the overlay of Glenview Drive from approximately 1,042 feet east of Booth Calloway Road (approximately Loop 820/SH 121) to State Highway 26 (approximately 4,130 feet of pavement). The recently constructed intersection at Booth Calloway Road and Glenview Drive would not be included in this overlay project. This section of roadway itself is located in the City of Richland Hills. However, the portion of Glenview Drive from Willman Road to approximately the Loop 820/SH 121 borders the North Richland Hills city boundary line. This is the section that Richland Hills is asking for participation from North Richland Hills. Richland Hills is asking North Richland Hills to contribute 25% of the cost of this section, or $28,000. In the recent past, the adjacent cities have not participated in street maintenance with each :>ther if the street was located entirely in one city (the cities do participate if the street is "-located in both cities). Since this entire project is located within the limits of the South Grapevine Corridor Study and both cities are working together to revitalize this area, the participation for this project could be justified. Sufficient funds are available in the Permanent Street Maintenance Fund to fund the $28,000 needed for this project. After the $28,000, the remaining balance in the Permanent Street Maintenance Fund will be $451,026. Recommendation: To approve the Interlocal Agreement with Richland Hills for the overlay of Glenview Drive and participate in the amount of $28,000 and revise 2003/04 CIP Budget. Finance Review Source of Funds: Bonds (GO/Rev.) Operating Budget .~ Other } .;\- t' ~ :t;. ~ I 1 ,L. Ú¿ ! Departmen Hea Ignature Finance Director Budget Director /J é!. ......-1 Page 1 of _ Street & Sidewalk Capital Projects Permanent Street Maintenance Projects 315-6003-603.43-45 PROJECT DESCRIPTION & JUSTIFICATION This is an annual program where funds are dedicated to enhance the City's efforts for the major repair and preventive maintenance of City streets. The scope of the project provides for crack sealing 40 streets, providing slurry seal for 32 streets and 2" overlay for 17 streets. In addition to these 2 maintenance methods, City Staff will be searching for new preventative procedures to consider for the future. This preventive maintenance delays more costly street reconstruction and extends the life of the current street system. This project provides staff with the funding to apply the appropriate maintenance to the streets selected for the program. Depending on the current condition of the street and the type of preventive measures takèn, the street life can be doubled or tripled for a minimum cost. Note: The $600,000 shown as "reserves" in 2003-04 will be funded from unspecified streets project savings. Additionally, the $10,855 in "reserves" represent personnel cost related to the project and will be funded from unspecified project savings. Construction Original Start Date 1 0/2003 2003/2004 Revision n/a Original End Date 09/2004 2003/2004 Revision n/a PROJECT STATUS REVISION EXPLANATION .,... ~ CIP Committee recommended that Nancy Lane be added to the program. Also, the City of Richland Hills has requested the _, of North Richland Hills' collaboration on a street overlay for Glenview Drive (from Willman Road to approximately the Loop 820/SH 121 border) as part of the Grapevine Corridor Study revitalization efforts. North Richland Hill's cost for this project will be $28,000, funded from the Permanent Street Maintenance Fund. FINANCIAL DATA 2003/2004 Total Funding Source Amount to 2003/2004 Revised Remaining Project Date Adopted Budget Budget Cost Prior Funding Allocations: Permanent Street Maintenance Fund $4,272,447 $0 $0 $0 $4,272,447 Unspecified Street Project Savings 0 610,855 610,855 0 610,855 Proposed Funding Revision: Permanent Street Maintenance Fund 0 0 0 0 0 Total $4,272,447 $610,855 $610,855 $0 $4,883,302 Project Expenditures Engineering $0 $0 $0 $0 $0 Land/Right-of-Way 0 0 0 0 0 Construction 3,574,421 700,000 847,000 451,026 4,872,447 Other 0 10,855 10,855 0 10,855 Total $3,574,421 $710,855 $857,855 $451,026 $4,883,302 ,.·oACT ON OPERATING BUDGET ~minal maintenance costs for the first 10 to 15 years upon completion of the project. Annual Operating Impact Pro'ected INTERLOCAL AGREEMENT REGARDING OVERLAY OF GLENVIEW DRIVE The governmental entities of the City of North Richland Hills, Texas and the City of Richland Hills, Texas hereby agree as follows: WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, authorizes local governments within the State of Texas to contract with one another for the provision of various governmental functions ånd the delivery of various governmental services, including street paving and maintenance services; and WHEREAS, the parties desire to enter into an agreement pursuant to the provisions of the Texas Interlocal Cooperation Act, Chapter 791 of the Texas Government Code as described herein; and WHEREAS, each of the parties hereto has sufficient current revenues legally available to that party to satisfy all obligations of such party undertaken hereto; WHEREAS, the governing bodies of each party find that the subject of this contract is necessary for the benefit of the public and in the common interest of both parties; and WHEREAS, each party has . the legal authority to perfonn and to provide the governmental function or service which is the subject matter of this contract, and the division of cost agreed to herein fairly compensates the performing party for the services perfonned. under this contract or fairly divides the liabilities to be incurred by the respective parties; NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereto agree, pursuant to the provisions of the Texas Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, to the following terms: 1. PURPOSE This Agreement is entered into by and between the parties for the purpose of sharing the costs relating to overlaying portions of a common perimeter street, specifically Glenview Drive; from approximately 1042 feet east of Booth Calloway to 400 feet east of Booth Calloway (approximately 642 feet), and from 400 feet west of Booth Calloway to State Highway 26 (approximately 4130 feet). , 2. OTHER AGREEMENTS INCORPORATED The work described above is to be preformed by Tarrant County, pursuant to a separate interlocal agreement between Tarrant County and the City of Richland Hills which is made a part of this agreement. 3. WAIVER OF CLAIMS Each party to this Agreement expressly waives all claims against any other party for compensation for any loss, damage, personal injury or death occurring as a consequence of the performance of this Agreement. 4. PAYMENT OUT OF CURRENT REVENUES All payments made for the performance of governmental functions or services provided for in this Agreement shall be made out of current revenues available to such paying party or parties. 5. NOTICE ADDRESSES Except as provided herein, all correspondence relating to this contract shall be in writing addressed to the designated representative of such party. The designated representative of each party is as folloWs: CITY OF RICBLAND HILLS James Quin, City Manager 3200 Diana Drive Richland Hills, Texas 76118 Telephone: (817) 299-1905 Facsimile: (817) 299-1803 CITY OF NORTH RICHLAND HILLS Larry Cunningham, City Manager 7301 N.E. Loop 829 P.O, Box 820609 North Richland Hills, Texas 76182-0609 Telephone: (817) 427-6007 Facsimile: (817) 427-6016 Either party may change its above address by giving the other party written notice thereof. 6. DELEGATED AUTHORITY TO ADMINISTER The day to day administration of this agreement may be directed orally by respective Directors of Public Works, Police Chiefs, or other persons designated by the City Managers named above. ., 7. ALLOCATION OF COSTS AND EXPENSES The parties hereto, in order to facilitate the work described above, and in order to share the costs of having said work to be done, the parties agree as follows: 1. The City of Richland Hills will supervise and coordinate the following items relating to the overlay of Glenview Drive by Tarrant County: a. Replacement of buttons with thermoplastic striping; b. Replacement ofloop detectors; c. Traffic control d. Milling of asphalt next to curb and gutter; and e. Asphalt and tack coat to be laid by Tarrant County. 2. By separate agreement, Richland Hills will be billed by Tarrant County for the total cost of the project. By this agreement, Richland Hills will bill North Richland Hills 25% of the cost of the project starting from Willman Rd. east to the end of the project a distance of approximately 4,130' for services described above. 3. The estimated total cost of the project, including a 5% contingency, is $135,000.00 of which North Richland Hills costs are estimated to be $28,000.00 and Richland Hills costs are estimated at $107,000.00. 4. Each City will pay the costs of raising its own valve covers and manhole lids which are included in the above costs. 5. Each City agrees to supply any water necessary for construction work as requested by Tarrant County. 8. NO IMPLIED OBLIGATION By entering into this Agreement the parties do not create any obligations express or implied other than those set forth herein and this Contract shall not create any rights in parties not signatories hereto. 9. NO THIRD PARTY BENEFICIARIES The parties to the Agreement do not intend by this Agreement that any specific third party may obtain a right by virtue of the execution or performance of this Agreement. 10. TERMINATION This Agreement shall terminate automatically upon happening of any of the following events : '2 1. The completion of the improvements provided for herein or; 2. At the end of the one (1) year from date herein, unless renewed by both parties in writing. 11. NO JOINT ENTERPRISE Nothing contained in this Agreement will be construed as creating a joint agency or enterprise. Each party shall be independently and separately responsible for its respective obligations hereunder, and neither party shall be liable for any claims or damages arising from the negligent or illegal acts of the other party hereto, its agents or employees. 12. INDEPENDENT CONTRACTOR Each party hereto, its agents, officers, and employees, are associated with the other party hereto only for the purposes and to the extent set forth in this Agreement. With respect to the performance of the services provided by one party hereto, that party shall be an independent contractor and, subject to the terms of this Agreement, shall have the sole right to manage, control, operate, and direct the performance of the details of its duties under this Agreement. 13. ALLOCATION OF LIABILITY If both parties are joined in any litigation or if a claim is asserted against both parties hereto, and if both parties are held liable for any claims, damages or attorneys fees arising from the administration of this contract, each party shall be liable for the portion of the claims, damages and attorneys fees that arise from the negligent or illegal acts of that party as determined by the court adjudicating the matter or as agreed to in any settlement agreement. 14. LIABILITY INSURANCE Each party will maintain liability insurance for losses resulting from the conduct of its agents in fulfilling the terms of this Agreement, and each city agrees to be responsible for all losses which may result from the acts of its own agents, and each. 15. ATTORNEYS FEES AND EXPENSES If both parties are joined in any litigation or if a claim is asserted against both parties hereto, each party will be responsible for any attorneys fees, costs and expenses incurred in its own defense. 16. AMENDMENTS This Agreement shall not be modified or amended except by written instrument approved by the governing bodies of both parties. A 17. NO PRIOR AGREEMENTS This Agreement contains all of the Agreements and undertakings, either oral or written, of the parties with respect to any matter mentioned herein. No prior Agreement or understanding pertaining to any such matter shall be effective. 18. CHOICE OF LAW AND VENUE The law which shall govern this Agreement is the law of the State of Texas. All consideration to be paid and matters to be perfonned under this Agreement are payable and to be perfonned in Tarrant County, Texas, and venue of any dispute or matter arising under this Agreement shall lie in the District Court of Tarrant County, Texas. 19. APPOINTMENT OF LIAISON OFFICERS The City Manager of each party shall appoint a suitable person as a liaison officer for its city to facilitate communication between the cities and to act as a contact person to ensure the proper perfonnance of the respective duties and obligations of the cities under this Agreement. 20. HEADINGS Headings herein are for convenience of reference only and shall not be considered in any interpretation of this Agreement. 21. BINDING ON SUCCESSORS This Agreement is contractual and is binding upon the parties hereto and their successors, assigns and representatives. 22. SEVERABILITY In the event that any portion of this Agreement shall be found to be contrary to law, it is the intent of the parties hereto that the remaining portions shall remain valid and in full force and effect to the maximum extent possible. 23. NO WAIVER OF IMMUNITY By entering into this Agreement, neither party waives any defenses or immunities which may be extended to it by operation of law, including governmental immunity or any limitation on the amount of damages. ::; 24. NON-WAnŒROF CLAUMS The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of that party's right to assert or rely upon such term or right on any future occasion. 25. AUTHORITY The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions extending said authority have been duly passed and are now in full force and effect. Executed in multiple originals on this the day of 2004. CITY OF NORTH RICHLAND IDLLS, TEXAS By. The Honorable Oscar Trevino, Mayor Attest: Patricia H~m ,City Secretary " ", ", ~\.A.II ,# ....,~ .......... ~~'ø, ..~'" .' . '<. .... .. .. . &. "'.~ . tI ~.., ~,.,.~-":i þ : ~ :..!~,,: 'i:~,:~:.'_. , ' ... -, .'", ¡. ,', ,- ~;. (t%t, )~,-~?,'::i : ;,::,f ~ . ..... . ~'" .'/ '-\. . ,'. ,¡ '. - .,.... '. "\',,' .~¡f--"i:9 : A.\.:". ... - It .)":'~ '.1;'-" ." c., OIl .,. '..... , " '.. .. __ f.,. ...., .," ..... ~, . . .... .". ,," "..,." CITY OF RICHLAND lllLLS, TEXAS ~ By: ¡:; T~ le -yo CITY OF NORTH RICHLAND HILLS CITY-DEVELOPER AGREEMENT STATE OF TEXAS § § COUNTY OF TARRANT § KNO\V ALL MEN BY THESE PRESENTS THAT J & J NRH 1 00 Family Partnership, John W, Barfield, Trustee, of the County of Tarrant, State of Texas ( hereinafter "Developer"), and the City of North Richland Hills, Tarrant County, Texas (hereinafter "City"), enter into the following contract: In consideration of the mutual covenants herein contained and for the purpose of providing water and sewer system improvements as indicated in the construction documents titled "Forest Glenn West Addition" the Developer and the City hereto agree: 1. The Developer has paid to the City all processing fees and has furnished the neœssClry permits, easements, and right-of-way as required for the construction of the above referenced facilities. In addition, the developer has delivered construction plans, specifications and all other necessary contract documents prepared by a registered professional engineer, and will also furnish construction surveying, cut sheets and field adjustments. 2. The Developer has entered into a contract with the Contractor who will perform the work and \vho will be paid by the Developer as specitied in the construction contract documents. Monthly pay estimates shall be subject to City's review. 3. The Developer agrees to provide, at no cost to the City, all testing necessary to insure that the construction is in accordance with the project specifications and the City standards. 4. The Developer understands and agrees that he has no authority to cancel, alter or amend the terms of the construction contract without specific wTitten authority of the City, and that he shall be responsible for paying the costs of any cancellations, additions, alterations or amendments to the contract unless specifically provided otherwise by written authorization from the City. 5, The Contractor has provided to the City on City forms, maintenance bonds in the amount of twenty (20%) percent of the contract price. 6. The City agrees to participate in the cost of the facilities after construction is complete and accepted. The description and amount of participation is as follows: In accordance with Ordinance No. 2241, the Water and Wastewater Impact Fee Ordinance, the City will reimburse the Developer the eligible impact fee funds for the proposed improvements. The City shall only reimburse the Developer the amount agreed upon below, after construction of the improvements is complete and accepted by the City. If the actual amount paid to the Contractor is less than the bid amount, the City participation will be reduced accordingly. Eligible Eligible Bid FACILITIES Amount Percent Amount Participation WATER 16" Water Lines: $126,223.00 73.38% $166,246.00 $121.991.31 8225 & 8806 located along Bursey Road Total: $126,223.00 $166,2"6.00 $121,991.31 Total Max. Reimbursement $121,991.31 7. The City will provide the inspection as required and upon satisfactory completion of the \vork, the City will accept ownership and operation of the system subject to the terms of the maintenance bonds. 8. The Developer further covenants and agrees to, and by these presents does hereby, fully indemnify and hold harmless the City, its officers, agents, and employees from all suits, actions, or claims of any character, whether real or asserted, brought for or on account of any injuries or damages sustained by any persons (including death) or to any property, resulting from or in connection with the construction, design, performance or completion of any work to be performed by said Developer, his contractors, subcontractors, officers, agents or employees, or in consequence of any failure to properly safeguard the work, or on account of any act, intentional or otherwise, neglect or misconduct of said Developer, his contractor, subcontractors, officers, agents, or employees, whether or not such injuries, death or damages are caused, in whole or in part, by the alleged negligence of the City of North Richland Hills, its officers, agents, servants, employees, contractors or subcontractor. 9. Upon completion of the work, good and sufficient title to all facilities constructed warranted free of any liens or encumbrances is hereby vested in the City of North Richland Hills, Texas. This Agreement was approved in its entirety at the meeting of the City Council of the City of North Richland Hills on the _ day of , 2004, by a majority vote of the Council. J & J NRH 100 FAMILY PARTNERSHIP By: John W. Barfield, Trustee CITY OF NORTH RICHLAND HILLS By: Larry J. Cunningham, City Manager ATTEST: Patricia Hutson, City Secretary APPROVED AS TO FORM AND LEGALITY: George A. Staples, Attorney APPROVED AS TO CONTENT: Department Head ~ CITY OF NORTH RICHLAND HILLS . Department: Public Works Council Meeting Date: 4/12/04 Subject: Approve City-Developer AQreement with Jon Evans for the Construction on an 8-lnch Water Line - Resolution No. 2004-025 Agenda Number: PW 2004-008 Mr. Jon Evans, owner of the Evans Vacuum Cleaner Store located at the corner of Davis Boulevard and Maplewood Avenue has requested the City assist with the installation of a new 8-inch water line adjacent to his property. The new 8-inch water line is not necessary to supply potable water and fire protection to Mr. Evans' property. It is required by staff for the reasons mentioned below. The first reason is that the City's Subdivision Regulations require water and sewer lines to be extended to the end of all newly platted property. Since this corner has not been previously platted, water and sewer lines have not been extended across the frontage of the property. The current water supply for this property is a 2-inch "dead end" water line located adjacent to Davis Boulevard. The 2-inch line currently works fine in providing water to the existing store. In addition, the fire protection for the store is currently from fire lines located behind this property. Extending a new 8-inch line in the Maplewood Avenue right-of-way from Commercial Drive to Davis Boulevard, then connecting it to the existing .,-- 2-inch line would improve water circulation and pressure for all businesses in this vicinity (including the Evans store). Since the new water line was not solely benefiting Mr. Evans and since this is an area that the City is interested in redeveloping, staff offered to construct the new line if Mr. Evans would pay for the materials. The City-Developer Agreement outlines the responsibilities of both the City and Mr. Evans. The key points are summarized below. .Qtly . The City will extend an 8-inch water line from Commercial Drive to Davis Boulevard and connect to the existing 2-inch water line, Developer . Agrees to pay $6,500 for materials with an initial payment of $3,000 when the City commences construction. (The initial payment of $3,000 has already been paid.) Source of Funds: Bonds (GO/Rev.) Operating Budget Other Finance Review Account Number Sufficient Funds ÄvallaDle ) Finance Director ~1{;~~~":t.- ~ Department Head Signature Budget Director .ð ~ /VI Page 1 of _ ____.m..~..._.._~..,___.".. ....__. ..._...."'.___..._..____."___n_.____._ CITY OF NORTH RICHLAND HILLS . The final payment of $3,500 shall be secured by a letter of credit. The letter of credit shall: Be irrevocable and directed for the sole benefit of the City; Be issued by an entity that meets with the approval of the City Attorney; Be for a term no less than 24 months from date of acceptance by the City; Require only that the City present the issuer with a sight draft and certificate signed by an authorized representative of the City certifying to the City's right to draw funds under the letter of credit. . Should the Building Permit issued for the project be revoked or become void, at any time after the issuance of a Temporary certificate of Occupancy for Phase One of the project, then the remaining final payment of $3,500 shall be considered immediately due to and collectable by the City. But, in no case, shall the actual payment to the City of the remaining/final $3,500 extend beyond twelve (12) months from the issuance of a Temporary Certificate of Occupancy for Phase One of the project. Recommendation: To approve Resolution No. 2004-025. CITY COUNCIL ACTION ITEM Paae of ~~--_. _._----_._---~~---~-_.~--.~---_._"_.__._--- RESOLUTION NO. 2004-025 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, that: 1. The City Manager be, and is hereby, authorized to execute the attached City- Developer Agreement with Jon Evans for a new 8-inch water line to be constructed in the Maplewood Avenue from Davis Boulevard to Commercial Drive as the act and deed of the City of North Richland Hills, Texas. PASSED AND APPROVED this the 12th day of April, 2004. APPROVED: Oscar Trevino, Mayor ATTEST: Patricia Hutson, City Secretary APPROVED AS TO FORM AND LEGALITY: City Attorney APPROVED AS TO CONTENT: 'íltj¡ (:/,:jz¡ Mike Curtis, Public Works Director .--..________.___~~'___.._~___._..~_'_._____,o___"".__~__'~~_..__. CITY OF NORTH RICHLAND HILLS CITY-DEVELOPER AGREEMENT STATE OF TEXAS § § COUNTYOFTARRANT § KNOW ALL MEN BY THESE PRESENTS THAT , Jon Evans, Trustee, ofthe County ofT arrant, State of Texas ( hereinafter "Developer"), and the City of North Rich1and Hills, Tarrant County, Texas (hereinafter "City"), enter into the following contract: In consideration of the mutual covenants herein contained and for the purpose of constructing the Map1ewood Water Extension Project (the "Project"), which involves construction of a new 8" water line to be constructed in the Map1ewood Drive right-of-way from Commercial Drive to Davis Boulevard, the approximate length of which will be 320 feet, the Developer and the City hereto agree as follows: 1. City will construct the water line to City requirements and specifications. 2. The Developer agrees to pay $6,500.00 toward the cost of such water line as follows: a. An initial payment of$3,000.00 will be paid by Developer to the City at the time the City commences construction on the Project. b. The remaining/final payment of$3,500.00 shall be made in a lump sum amount not to exceed $3,500.00, c. Such remaining/final payment of$3,500.00 to be paid by Developer shall be secured by a letter of credit. The letter of credit shall: 1. Be irrevocable and directed for the sole benefit of the City; 11. Be issued by an entity that meets with the approval of the City Attorney; 111. Be for a term no less than 24 months from date of acceptance by the City; IV. Require only that the City present the issuer with a sight draft and a certificate signed by an authorized representative of the City certifying to the City's right to draw funds under the letter of credit. 3. Should the Building Permit issued for the Project be revoked or become void, at any time after the issuance of a Temporary Certificate of Occupancy for Phase One ofthe Proj ect, then the remaining final payment of $3,500.00 shall be considered immediately due to and City-Developer Agreement· Maplewood Water Extension Project - Page 1 W:\NRHlGeneral\Agreements\City-Dev Agrmt.Maplewood-Evans, wpd _.~-,-----_..~._._~,.~--..- collectable by the City. But, in no case, shall the actual payment to the City of the remaining/final $3,500.00 extend beyond twelve 912) months from the issuance of a Temporary Certificate of Occupancy for Phase One ofthe Project. This Agreement was approved in its entirety at the meeting of the City Council of the City of North Richlapd Hills on the _ day of ,2004, by a majority vote of the Council. By: J on Evans, Trustee CITY OF NORTH RICHLAND HILLS By: Larry J. Cunningham, City Manager ATTEST: Patricia Hutson, City Secretary APPROVED AS TO FORM AND LEGALITY: George A. Staples, Attorney APPROVED AS TO CONTENT: C J1Â~Q ',^~" Department Head City-Developer Agreement - Maplewood Water Extension Project - Page 2 W:\NRH\GenerallAgreements\City-Dev Agrmt.Maplewood-Evans, wpd ~....__._~~.__________'_""____~_'____'__'"_'__"_"M'.~________.__.._ r^'\"t'.,...~. [;Ô5,'· 0' ( ~rll i '~-l~ , Q I' ID~i¥ I.' " , : T;; _co!.~__,__ t. I. ii' >- r-:-. ¡ · ! .. ¡m· i H,- +T~ , < q I i ttt, :: .'. +. .., ~ ):, . : A:~LJ~f.fIP :, -..--n-n------- "'" Q ! i I I ¡ f TIJ--:·-· -----1 ~ CITY OF NORTH RICHLAND HILLS Department: Public Works Council Meeting Date: 4/12/04 Subject: Award of Bid to McClendon Construction Company, Inc. Agenda Number: PW 2004-009 in the amount of $846,219.85 for the Lola Drive and Galway Lane Street Improvement Projects Lola Drive (Scott Drive to Davis Boulevard) and Galway Lane (Emerald Hills Way to Park Entrance) are Capital Improvement Projects from the 2003 Bond Program. The projects consist of the reconstruction of each street with new concrete pavement, storm drain and utility improvements. Bids were received on March 9, 2004 from eight contractors. The three low bidders are shown below with a base bid and two alternate bids. The base bid and alternate bids are described below. Bidder McClendon Construction Co. Stabile and Winn JLB Contractin \......... Base Bid Alternate Bid #1 (Galway Storm Drain Alternate Bid #2 (Lola Drive Storm Drain Total $685,763,85 $700,494.72 $735,741.04 $ 44,567.00 $ 45,406.00 $ 45,880.60 $ 160,456,00 $163,139.00 $ 164,839.60 $ 890,786.85 $ 909,034.72 $ 946,462.24 Base Bid The base bid includes the reconstruction of each street with concrete pavement, storm drain inlets and sidewalks, The base bid included both streets together as one project. If the quantities are separated for each street, then both streets are under their respective budgets. The low base bid was submitted by McClendon Construction Company, Inc. in the amount of $685,763.85. The portion of the base bid associated with Lola Drive is $526,931.65 and $158,832.20 for Galway Lane. Alternate Bids #1 and #2 The alternate bids consist of the construction of additional storm drain facilities on both Lola Drive and Galway Lane. It was determined during the design phase of the project that the storm drain systems that currently exist in Lola Drive and Galway Lane do not Source of Funds: Bonds (GO/Rev.) Operating Budget Other ~']~~-tf C.t~~ Dép rt ent Head Signature Finance Review Account Number ST0302; ST0303 Sufficient Funds vallaDle Finance Director Budget Director AC'A1 Page 1 of _ CITY OF NORTH RICHLAND HILLS meet our minimum criteria that a 5-year storm be contained in the street. It was "-~ Jetermined however that the City's minimum criteria of a 1 OO-year storm being contained within the right-of-way of the street was met. Because of this, storm drain upgrades were designed for each street that would meet all of the City's minimum criteria so that staff could evaluate the "cost versus benefit" for the storm drain improvements. Galway Lane "Cost vs. Benefit" Analysis Drainage improvements were made to Galway Lane in 1996 and therefore not originally budgeted for this project. The previous drainage improvements corrected the flooding problems. Since the completion of these improvements there has not been any record of flooding. However, since these improvements did not meet all of the City's drainage criteria staff had the engineer design and bid the improvements necessary to meet the City's criteria. The only criteria not met was the amount of storm water runoff that the street could carry (the right-of-way can carry the required 100-year runoff). The City's criteria require the street to be designed to carry runoff from a 5-year storm event. Galway Lane is not able to meet this requirement. In order to increase the capacity in Galway Lane an underground storm drain system would need to be constructed at a cost of $44,567.00. Since the current storm drain system works and Galway Lane is not a collector street, staff is recommending that this alternate not be selected. '..ola Drive "Cost vs. Benefit" Analysis '- The current drainage improvements in Lola Drive do not meet all of the City's drainage criteria. It is a similar situation as described above for Galway Lane; the right-of-way can carry the 1 OO-year storm, but the street cannot carry the 5-year storm. The difference however is that Lola Drive is designed as a collector street and is therefore a primary route for emergency vehicles. Even though the storm drain improvements for Lola Drive are more costly, staff can see a justification for making these drainage improvements. Staff recommends that Alternate Bid #2 at a cost of $160,456.00 be selected. In summary, staff recommends that the Base Bid for both streets and Alternate Bid #2 (Lola Drive Drainage) be awarded as shown below. Galway Lane Base Bid Lola Drive Base Bid Alternate #2 (Lola Drive Drainage) $ 158,832.20 526,932.65 160.456.00 $ 846,219.85 Sufficient funds as approved in the 2003-04 Capital Projects Budget are available for this project. Recommendation: To award the bid to McClendon Construction Company, Inc. for Lola '~ Drive (Scott Drive to Davis Boulevard) paving and drainage improvements and Galway Lane (Emerald Hills Way to park entrance) paving improvements in the amount of $846,219.85. CITY COUNCIL ACTION ITEM Page _of_ APR-06-2004 10:47 TEAGUE NALL AND ~~~IN~ til-(..)..)b¿t:ll..) 1"".1:111'1:)1 ~ !2~Es!l~£-. ~T!:!RKINS April 6. 2004 LanCe Barton. P.E, City of North Richland Hills 7301 N.E, Loop 820 North Richland Hills. Texas 76180 subject: City of North Richland Hills Lola Drive and Galway Lane TN" NRH03252 Dear Lance: On March 9, 2004. bids were received for the above referenced project. A total of eight bids were received as follows: Bidder MëCiëñdon Construction CO.,lne, StabIle & Wlnn JLB Conlracting, LP McMahon contracting lP Lacy Construction Tiseo paving CO. Barson Utilities. Inc, Gilco Contracting, Ine, Total Bid $ 890,786.85 $ 909,034.72 $ 946,462.24 $ 987,086.45 $ 1.006,756.50 $1,011.658.15 $ 1.031,403.02 $ 1,067.693.25 Total Bid Less Part 0 $ 846,219.85 $ 863,628.72 $ 900.577.64 $ 937,837.35 $ 953.344.50 $ 962,973.65 $ 976.00622 $ 1,005,827.25 The low bid has been e\laluated and was found to be complete and responsive. Upon discussion with Public Works personnel regarding Galway Lane construction budget constraints. I recommend that North Richland Hills award the construction contract for Lola Drive and Galway Lane to McClendon Construction Co., Inc. for the Tolal Bid less :»art D amount of $ 846.219.85, If you have any Questions or require additional Information. please do not hesitate to call, Yours Very Truly. TEAGUE NALL AND PERKINS, INC. ~¡,~ David A. Bielstein DAB Q:\LDD\NRH03262\DOCS\ReCOMMENDATION2.DOC tJoo MAGON STREET FORT WORTH. 7EXAS rs'02 (817) 33&-5773 FAX (11'1) 336-2813 TOTAL P.01 '" JAI£-R'\'A-[)R-~ 0 b z ~~m -< ;s: I i., CC~I ~ ~ IT ~ 'ä u.I 2~ \ ~ ~ : rf, (J') !£! I IT " - > I :£_Z_~ ' -'š6-~->---:<C >;-MAP~EWbOI" AV <cr ~ \ 0 ~ ~ OO-BlRCHWOQO-DR ~ ,,", } S-lN- I 10 ...... Ø1 «)j ~ \ 01J?¥'ì) Lola D:r~ /'" ~ Sco~t ID ~II~ to ~~~ :,. DavIs BliVd. Z '6\ II ¡¡5 ~ I \ ~~~ C! % ,~ ,-- GIS No:finance-0176-030604 AML: cip map.aml , . Z ':~-œl:l£GE-æ-s (/) NORTH RICHLAND BLVD (lJJ0ij;¡:H-RIGHI=ANS-BI:VG if ~. ~-/:: ø---T.. ~\ i--c·cr ~~--""" ..,../Æ,vv- \ ."...<:1 ~ø '~ J, ::a t5 æGI£-[)R rJ') ~ f i MAA~æ :-1iI ... .;'i .. MARY-DR .. NOR'EAST-DR \ ~ \ % ~ " ~ i ~ ".... ~ S'fBl-[)R pAt; JMAA-DR EHA-DR- I g i !i ~- 8-SCHI±ER-DR \ §g c.:o i \ I 8 f ØfNlI¡NOT ¡ ~ wee8-A-VE~i \ ~. ::a ('> ~ í ~ fA s- D-LN SHORT-ST-m a: (J) :Þ Z \ IT rTl WAY RIVIERA-DR I ~ !iZ ~~ MOCK~\ /~ ""'£19 Lola Dr. Scott Dr. to Davis Blvd. ~ 9 ~ ~ Z I ". 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Emerald Hills Wy. to Park Entrance N E s N$RTH RICH LAND HILLS ,., ,.,. o ~ . .,- Scale: 1" = BOO' Department of Information Services - Geographic Information Systoms (GIS\ GIS file: Op1_street.doc Prlnterfile: CIP STREETS 63 CITY OF NORTH RICHLAND HILLS Department: Public Works Council Meeting Date: 4/12/04 Subject: Award of Bid to McClendon Construction Company in Agenda Number: PW 2004-010 The amount of $179,226.75 for the construction of DDuglas Lane (Hightower Dr. to 200' north) and Storm Drain Improvements for Fire Station NO.4 and Amend 2003/04 CIP Budget Douglas Lane (Hightower Drive to 200 feet north) is a portion of a Capital Improvements Project from the 2003 Bond Program. The 2003 Bond Program project calls for the reconstruction of Douglas Lane from Hightower Drive to Starnes Road. The section of Douglas Lane from Hightower to 200 feet north was budgeted in the 2003-04 Capital Improvements Budget to accommodate the construction of Fire Station #4 which will be located at the northwest corner of Hightower Drive and Douglas Lane. The remaining section of Douglas Lane is planned for reconstruction after 2007. This schedule is in accordance with the financing plan established for the 2003 Bond Program. Bids were received on February 10, 2004. Eight contractors submitted bids. The three low bidders are shown below with a base bid and an alternate bid (both are defined below) . Bidder Base Bid Alternate #2 Fire Station Draina e $ 69,267.50 $ 71,655.00 $ 69,189.00 McClendon Construction Co. Stabile and Winn, Inc. Sam D. Lane Utilities, Inc. $ 109,959.25 $ 118,300.90 $ 124,443.50 Base Bid The base bid is comprised of the·main elements of Douglas Lane construction (paving and street drainage). The street will be constructed per the requirements of the Thoroughfare Plan as a 41-foot wide concrete street. The low base bid was submitted by McClendon Construction Company in the amount of $109,959.25, which exceeds the original budget of $107,000 by $2,959.25. Recent increases in the cost of materials and the small size of the project would account for this cost difference. Source of Funds: Bonds (GO/Rev.) Operating Budget Other &r_~,~ epartment Head Signature Finance Review Account Number ST0402 Sufficient Funds Äv lIaDle Finance Director Budget Director /JC',A¿f Page 1 of _ .. CITY OF NORTH RICHLAND HILLS Alternate #1 Bid 1taff anticipated that the actual bids for the project would be very close to the budget "--(primarily due to the size of the project), so staff had the sidewalks bid as an alternate bid. This way the cost to have the contractor construct the sidewalks could be compared to having the City construct the sidewalks. The contractor's bid price for the sidewalks was $2,520.00 or $3.50 per square foot of new sidewalk, plus $560.00 for 2 wheelchair ramps. Staff can construct the sidewalks and wheelchair ramps at a lower cost. Alternate #2 Bid This alternate bid consists of the construction of the storm drain main and inlets which will serve Fire Station #4. This portion of the Fire Station Project was originally planned to be constructed by the Public Works Construction Division. However after the project was designed and the sizes of the storm drain pipe and box culverts determined, it became apparent that this project would involve heavier materials than the Construction Division is equipped to handle. A large excavator would need to be rented and the "lifting tools" needed to lift the materials would have to be purchased. Staff bid the drainage as an a.lternate so that the City's cost to construct these improvements could be compared to a contractor who is "set up" for these types of projects. The contractor's bid for the drainage was $69,267.50. After considering the cost to have the Public Works Construction Division to construct the drainage improvements, it vas determined that using an outside contractor would be the most cost effective means to "--construct the project. Constructing these storm drainage improvements would also improve the drainage along Hightower Drive adjacent to the proposed Fire Station. During the past few years, during heavy rains, this section of Hightower Drive has been closed twice due to high waters. The cause of this has been tied to an inadequate system in Hightower Drive. The drainage improvements proposed will not only collect all of the drainage from the new Fire Station, but will also improve the current problem by collecting the water from Douglas Lane before it reaches the Hightower Drive system. This will allow more runoff to go underground. Staff would recommend that the Base Bid and Alternate #2 (storm drain improvements) be awarded. The total cost would be $109,959.25 (base bid) plus $69,267.50 (storm drain improvements) for a total of $179,226.75. The total budget for the project is $107,000, which will require $72,226.75 in additional funds ($2,959.25 from Unspecified Streets and $69,267.50 from Unspecified Drainage). Sufficient funds remain in both accounts which are comprised of project savings from previously constructed projects. Allocating the necessary $2,959.25 from the Unspecified Streets balance will leave $689,835 available for future street projects and the necessary $69,267.50 from the Unspecified Drainage balance will leave $895,536 for future drainage projects. Recommendation: To award the Base Bid and Alternate #2 to McClendon Construction \,-/~ompany, Inc. for the Douglas Improvements and the onsite storm drain improvements for Fire Station #4 for a total amount of $179,226.75 revise the 2003/04 CIP Budget. CITY COUNCIL ACTION ITEM Page_of _ Street & Sidewalk Capital Projects Douglas Lane Hightower Drive to 200 feet North ST0402 PROJECT DESCRIPTION & JUSTIFICATION This project is a 2003 bond program project. The project will consist of reconstructing and widening Douglas Ln from its existing width of 18" (feet) to a 40" (foot) wide collector street. The project will reconstruct Douglas Ln with concrete pavement beginning at Hightower Dr and ending approximately 200" (feet) north of Hightower Dr. The limits of the project will cover the section of Douglas Ln and Hightower Dr. In addition to the new concrete street, this project will include new concrete curb and gutter, underground drainage improvements and the necessary utility adjustments. Thé original plan for this 2003 bond program project was to reconstruct and widen Douglas Ln from Hightower Dr to Starnes Rd in Fiscal Year 2007. However, because of the new Fire Station planned at the northwest corner of Hightower Dr and Douglas Ln, it will be necessary to reconstruct and widen this section of Douglas Ln adjacent to the proposed Fire Station at this time. This section of Douglas Ln from Hightower Dr to Starnes Rd has never been improved to the City's standards and will be the last unimproved segment of Douglas Ln. The current condition rating for this section of Douglas Ln is approximately 59. This street rating is considered to be Fair, consisting of major cracks with significant surface deterioration, potholes and requiring spot base repair and surface repair. Note: The $140,000 shown as "reserves" will be funded from unspecified project savings. PROJECT STATUS Original 2003/2004 Original 2003/2004 Start Date Revision End Date Revision Engineering/Design 08/2003 09/2003 10/2003 12/2003 Land/ROW Acquisition 09/2003 12/2003 1 0/2003 02/2004 struction 11/2003 04/2004 02/2004 1 0/2004 REVISION EXPLANA nON The low base bid submitted by McClendon Construction Company in the amount of $109,959 exceeds the original budget by $2,959. Recent increases in the cost of materials and the small size of the project would account for this cost difference. Final project design and construction equipment required for project completion led to the change in plans from in-house drainage construction to contracted work. This change requires an addition of $69,268 to the construction budget. FINANCIAL DATA 2003/2004 Total Funding Source Amount to 2003/2004 Revised Remaining Project Date Adopted Budget Budget Cost Prior Funding Allocations: Unspecified Project Savings $23,000 $117,000 $117,000 $0 $140,000 Proposed Funding Revision: Unspecified Project Savings 0 0 72,227 0 72,227 Total $23,000 $117,000 $189,227 $0 $212,227 Project Expenditures Engineering $20,000 $10,000 $10,000 $0 $30,000 Land/Right-of-Way 3,000 0 0 0 3,000 Construction 0 107,000 179,227 0 179,227 Other 0 0 0 0 0 Total $23,000 $117,000 $189,227 $0 $212,227 ¡ACT ON OPERATING BUDGET Nominal maintenance costs for the first 10 to 15 years upon completion of the project. 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'ì' ;0 » f!í :I: I '" o ~ o o - -NORTH-FORT-Y-RD-< W ¿ NORTrFORT-Y II!: C ,L -< ~ m 8U(¡(-ST CD 0:: * IR¡'T-r'1, 1 gs ~""PARK-CT ~ D_o.uglas~Ln . at I H i.g hto,~^e rlN-D r-. Project ~ANCES~ J.. -" ~ tJØ'l£.Al DANA-lN SEAN-DR-Z ..J KNBERt:Y-CT- -r TERESA-CT- I- Douglas In. at Hightower Dr. Proj eet N w E s N$RTH RICHLAND HILLS J .-- . L - Department of Informetion Services· Geographic Information Sy.toms (GIS) . ...,- 59 " ~, CITY OF NORTH RICHLAND HILLS "'--Department: Finance Council Meeting Date: 4/12/2004 Subject: Consider All Matters Incident and Related to the Issuance Agenda Number: GN 2004-027 and Sale of "City of North Richland Hills. Texas, General Obligation Refunding and Improvement Bonds, Series 2004", Dated April 15, 2004. Including the Adoption of an Ordinance (Ordinance No. 2781) Authorizing the Issuance of Such Bonds and Providing for the Redemption of Certain Outstanding Obligations of the City A bond sale is scheduled on Monday. April 12, 2004 for General Obligation Refunding and Improvement Bonds. The sale will include $4,935,000 for streets and drainage projects from the 1994 and 2003 bond authorizations. The remainder of the sale is reserved for the potential refunding of previously sold bonds. The refunding mayor may not be economically viable depending on market conditions on that day. Several weeks ago the City's financial advisor informed us that interest rates were at a 30 year low. He suggested that conditions were favorable to refund bonds that were issued in prior years at higher interest rates thereby potentially saving the City hundreds of thousands of dollars in interest expense. In an effort to take advantage of the favorable market, the rating meetings were held March 31 to consider the refunding and sell GO's as early as possible to potentially receive lower interest rates than if we waited until a later date. Moody's has reaffirmed the Aa3 rating, and Standard and Poor's has reaffirmed the AA- rating. We are very pleased to have these reaffirmed for the City. especially in view of the economy. 'The General Obligation sale was originally scheduled for April 26th, but has been moved forward to possibly take advantage of a refunding. The market has changed dramatically over the past two weeks. What was a very favorable market for a refunding is now marginal. If the market is favorable for a refunding, the City will save a considerable amount in interest expense over the next several years. If the market is favorable for a refunding, a sale of General Obligation Refunding and Improvement Bonds will be executed by the Ci~ assisted by First Southwest Company. If the market is favorable for a refunding on April 12 . results will be submitted to City Council for approval at the regular meeting. If market conditions on April 12th are not conducive to a refunding, the sale will be postponed. If the sale is postponed, the possibility exists that a special City Council meeting could be called between the regular April 12tfi meeting and the regular 26th meeting if a refunding becomes economically feasible. If a refunding does not become economically advantageous to the City by April 26th. the $4,935.000 General Obligation Im~rovement Bonds will be sold in conjunction with the $685,000 certificates of obligation on April 26 and approved at the regular Council meeting. Proper notices and advertising have been made to give us flexibility to take advantage of the market conditions. Finance Review '- ~e~~næure ~ - Finance Director Source of Funds: Bonds (GO/Rev.) Operating Budget Other Page 1 of -1 .. CITY OF NORTH RICHLAND HILLS "-- Upon acceptance of the bond purchase agreement. it will be necessary for City Council to authorize the issuance of the bonds and to approve the ordinance as prepared by our bond counsel, Fulbright and Jaworski. The enclosed ordinance is for your consideration to be passed on Monday, April 12 or thereafter. This ordinance also authorizes all the other necessary actions such as paying agent/registrar agreements. For information purposes, the $685,000 certificates of obligation scheduled for April 26th will be executed as planned. This sale could not be executed in conjunction with the April 12th sale because of the notice that was approved at the March 22nd meeting. This is done in accordance with all legal requirements to publish and notify the public of the intent to issue certificates of obligation. Recommendation: Request the City Council to transact the following business in relation to the sale and issuance of bonds: I move to adopt Ordinance No. 2781 authorizing the issuance of "City of North Richland Hills, Texas, General Obligation Refunding and Improvement Bonds, Series 2004" in the aggregate principal amount of $ at a true interest cost rate of %; providing for the redemption of the obligations being refunded and approving and authorizing the execution of a Paying Agent/Registrar Agreement, Special Escrow Agreement and a Bond Purchase Agreement with Southwest Securities and Estrada. Hinojosa. Inc. in relation to such Bonds and the approval and distribution of an Official Statement. '-- Please note: If market conditions are not conducive to a refunding on April 12th, staff recommends no action. This item will then be brought back on or before April 26th. David Medanich of First Southwest Company will be present at the meeting on April 12th to present the results. "- CITY COUNCIL ACTION ITEM Page_of _ ORDINANCE NO. 2781 AN ORDINANCE authorizing the issuance of "CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2004"; specifying the terms and features of said bonds; levying a continuing direct annual ad valorem tax for the payment of said bonds; providing for the redemption of certain outstanding bonds of the City; and resolving other matters incident and related to the issuance, sale, payment and delivery of said bonds, including the approval and execution of a Paying Agent/Registrar Agreement, a Purchase Agreement and a Special Escrow Agreement and the approval and distribution of an Official Statement; and providing an effective date. WHEREAS, the City Council of the City of North Richland Hills, Texas (the "City") has heretofore issued, sold, and delivered, and there is currently outstanding obligations, payable from ad valorem taxes, totaling in original principal amount $7,605,000 of the following issues or series (collectively hereinafter called the "Refunded Obligations"), to wit: (1) City of North Richland Hills, Texas, General Obligation Bonds, Series 1993, dated May 1, 1993, maturing on February 15 in each of the years 2010 through 2013, and aggregating in principal amount $1,130,000 (the "Series 1993 Refunded Bonds"); (2) City of North Richland Hills, Texas, General Obligation Bonds, Series 1995, dated April 1, 1995, maturing on February 15 in each of the years 2014 and 2015, and aggregating in principal amount $720,000 (the "Series 1995 Refunded Bonds"); (3) City of North Richland Hills, Texas, General Obligation Bonds, Series 1996, dated May 1, 1996, maturing on February 15 in each of the years 2008 and 2009, and aggregating in principal amount $720,000 (the "Series 1996 Refunded Bonds"); (4) City of North Richland Hills, Texas, Tax and Drainage Utility System Surplus Revenue Certificates of Obligation, Series 1996", dated May 1, 1996, maturing on February 15 in each of the years 2007 through 2016, and aggregating in principal amount $755,000 (the "Series 1996 Refunded Certificates"); (5) City of North Richland Hills, Texas, General Obligation Bonds, Series 1997, dated April 15, 1997, maturing on February 15 in each of the years 2011, 2012 and 2017, and aggregating in principal amount $1,435,000 (the "Series 1997 Refunded Bonds"); (6) City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1997, dated April 15, 1997, maturing on February 15 in each of the years 2011 through 2017, and aggregating in principal amount $510,000 (the "Series 1997 Refunded Certificates"); and 45442543.1 (7) City of North Richland Hills, Texas, Waterworks and Sewer System Revenue Refunding Bonds, Series 1996, dated December 1, 1996, maturing on September 1 in each of the years 2004 through 2008, and aggregating in principal amount $2,335,000 (the "Series 1996 Revenue Refunded Bonds"); AND WHEREAS, pursuant to the provisions of V.T.CA, Government Code, Chapter 1207, the City Council is authorized to issue refunding bonds and deposit the proceeds of sale directly with any place of payment for the Refunded Obligations, or other authorized depository, and such deposit, when made in accordance with said statute, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, the City Council hereby finds and determines that the Refunded Obligations should be refunded at this time, and such refunding will result in the City saving approximately $ in debt service payments on such indebtedness and further provide present value savings of approximately $ ; and, WHEREAS, in combination with the issuance of such refunding bonds, the City Council further finds and determines that general obligation bonds in the principal amount of $4,935,000 approved and authorized to be issued at elections held September 27, 1994 and February 1, 2003, should be issued and sold at this time; a summary of the general obligation bonds authorized at said elections, the principal amount authorized, amounts heretofore issued and being issued pursuant to this ordinance and amounts remaining to be issued subsequent hereto being as follows: Date of Amount Previously Amount Unissued Election Purpose Authorized Issued Being Balance Issued 9-27-1994 Street Improvements $20,000,000 $19,155,000 $ 240,000 $605,000 2-1-2003 Street Improvements 30,010,000 370,000 3.495,000 26,145,000 2-1-2003 Drainage Improvements 4,000,000 100,000 1,200,000 2,700,000 2-1-2003 Public Safety Facilities 1,900,000 900,000 -0- 1,000,000 2-1-2003 Animal Shelter 1,300,000 -0- -0- 1,300,000 AND WHEREAS, the Council hereby reserves and retains the right to issue the balance of unissued bonds approved at said elections in one or more installments when, in the judgment of the Council, funds are needed to accomplish the purposes for which such bonds were voted; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: SECTION 1: Authorization - Desianation- PrinciDal Amount- PUrDose. General obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $ , to be designated and bear the title "CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2004" (hereinafter referred to as the "Bonds"), for the purpose of providing funds for the discharge and final payment of certain outstanding obligations of the City (identified in the preamble hereof and referred to as the "Refunded Obligations"), to pay costs of issuance and to provide funds in the amount of $4,935,000 for permanent public improvements and public purposes, to wit: $3,735,000 for street improvements, including traffic signalization, drainage incidental thereto and the acquisition of land and right-of-way therefor, and $1,200,000 45442543.1 2 for drainage improvements, in accordance with the Constitution and laws of the State of Texas, including V.T.C.A., Government Code, Chapters 1331 and 1207. SECTION 2: FullY Reaistered Obliaations - Bond Date -Authorized Denominations-Stated Maturities-Interest Rates. The Bonds shall be issued as fully registered obligations only, shall be dated April 15, 2004 (the "Bond Date"), shall be in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and shall become due and payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") in accordance with the following schedule: Year of Principal Interest Stated Maturitv Amount Rate(s) 2005 $ 560,000 % 2006 630,000 % 2007 705,000 % 2008 1,065,000 % 2009 720,000 % 2010 620,000 % 2011 895,000 % 2012 895,000 % 2013 915,000 % 2014 970,000 % 2015 970,000 % 2016 610,000 % 2017 525,000 % 2018 245,000 % 2019 245,000 % 2020 245,000 % 2021 245,000 % 2022 245,000 % 2023 245,000 % 2024 245,000 % The Bonds shall bear interest on the unpaid principal amounts from the Bond Date at the rate(s) per annum shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Bonds shall be payable on February 15 and August 15 in each year, commencing February 15, 2005. SECTION 3: Terms of Payment-PaYina AaentlReaistrar. The principal of, premium, if any, and the interest ,on the Bonds, due and payable by reason of maturity, redemption or otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter called the "Holders") appearing on the registration and transfer books maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. The selection and appointment of JPMorgan Chase Bank, Dallas, Texas to serve as Paying Agent/Registrar for the Bonds is hereby approved and confirmed. Books and records relating to the registration, payment, transfer and exchange of the Bonds (the "Security Register'1 shall at all times be kept and maintained on behalf of the City by the Paying 45442543.1 3 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 Bonds. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds are paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified and authorized to serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Bonds, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities or the redemption thereof, only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its designated offices in Dallas, Texas (the "Designated Payment/Transfer Office"). Interest on the Bonds shall be paid to the Holders whose name appears in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/ Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. (a) Optional Redemption. The Bonds having Stated Maturities on and after February 15, 2015, 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, 2014 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 Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the governing body of the City. 45442543.1 4 (b) Mandatory Redemption. The Bonds having Stated Maturities of February 15, 20 , February 15, 20 and February 15, 20 (the "Term Bonds") 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 Bonds due February 15, 20 Redemption Date Principal Amount Term Bonds due February 15, 20 Redemption Date Principal Amount February 15, 20 $ ,000 February 15, 20 $ ,000 Term Bonds due February 15, 20 Redemption Date Principal Amount February 15, 20 $ ,000 Approximately forty-five (45) days prior to each mandatory redemption date for the Term Bonds, the Paying AgenURegistrar shall select by lot the numbers of the Term Bonds within the applicable Stated Maturity to be redeemed on the next following February 15 from moneys set aside for that purpose in the Interest and Sinking Fund (as hereinafter defined). Any Term Bond not selected for prior redemption shall be paid on the date of their Stated Maturity. The principal amount of the Term Bonds for a Stated Maturity required to be redeemed on a mandatory redemption date may be reduced, at the option of the City, by the principal amount of Term Bonds of like Stated Maturity which, at least 50 days prior to the mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying AgenURegistrar 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 Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying AgenURegistrar shall treat such Bonds as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bonds by $5,000 and shall select the Bonds, or principal amount thereof, to be redeemed within such Stated Maturity by lot. (d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage prepaid, in the name of the City and at the City's expense, to each Holder of a Bond to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the 45442543.1 5 principal amount thereof to be redeemed, shall be made at the Designated PaymentfTransfer Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to prior redemption, and has been called for redemption, and notice of redemption thereof has been duly given as hereinabove provided, such Bond (or the principal amount thereof to be redeemed) shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor; provided moneys sufficient for the payment of such Bond (or of the principal amount thereof to be redeemed) at the then applicable redemption price are held for the purpose of such payment by the Paying Agent/Registrar. SECTION 5: Reaistration - Transfer - Exchanae of Bonds-Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Bonds issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or exchanged for Bonds of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Bond (other than the Initial Bond(s) referenced in Section 8 hereof) for transfer at the Designated PaymentfTransfer 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 Bonds of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section 8 hereof) may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the Designated PaymentfTransfer Office of the Paying Agent/Registrar. Whenever any Bonds are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Bonds to the Holder requesting the exchange. All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders at the Designated PaymentfTransfer Office of the Paying Agent/Registrar or sent by United States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered in such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued, 45442543.1 6 registered, and delivered in lieu thereof pursuant to the provisions of Section 11 hereof and such new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Bond called for redemption, in whole or in part, within 45 days of the date fixed for the redemption of such Bond; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond called for redemption in part. SECTION 6: Book-Entry Onlv Transfers and Transactions. Notwithstanding the provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange of the Bonds, the City hereby approves and authorizes the use of "Book-Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company (DTC) , a limited purpose trust company organized under the laws of the State of New York, in accordance with the operational arrangements referenced in 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 Bonds shall be deposited with DTC who shall hold said Bonds for its participants (the "DTC Participants"). While the Bonds are held by DTC under the Depository Agreement, the Holder of the Bonds on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Bond (the "Beneficial Owners") being recorded in the records of DTC and DTC Participants. In the event DTC determines to discontinue serving as securities depository for the Bonds or otherwise ceases to provide book-entry clearance and settlement of securities transactions in general or the City determines that DTC is incapable of properly discharging its duties as securities depository for the Bonds, the City covenants and agrees with the Holders of the Bonds to cause Bonds to be printed in definitive form and provide for the Bond certificates to be issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Bonds in definitive form shall be assigned, transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of such Bonds shall be made in accordance with the provisions of Sections 3, 4 and 5 hereof. SECTION 7: Execution - Reaistration. The Bonds shall be executed on behalf of the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City Secretary. The signature of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the Bond Date shall be deemed to be duly executed on behalf of the City, notwithstanding that such individuals or either of them shall cease to hold such offices at the time of delivery of the Bonds to the initial purchaser(s) and with respect to Bonds delivered in subsequent exchanges and transfers, all as authorized and provided in V.T.C.A., Government Code, Chapter 1201. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 9C, manually executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration substantially in the form provided in Section 90, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly 45442543.1 7 signed upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified, registered, and delivered. SECTION 8: Initial Bond(s). The Bonds herein authorized shall be initially issued either (i) as a single fully registered bond in the aggregate principal amount of the Bonds with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1, or (ii) as multiple fully registered bonds, being one bond for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s) shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Bond(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms A. Forms Generallv. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends in the event the Bonds, 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 Bonds as evidenced by their execution. Any portion of the text of any Bonds may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, or engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Bonds as evidenced by their execution thereof. 45442543,1 8 _ ____"_n_~__________._".'_""M^'_.___,_"____,,_,,,'_,~,_~___.....".~_______~_._..__ B. Form of Definitive Bond. REGISTERED NO._ REGISTERED $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF NORTH RICHLAND HILLS, TEXAS GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND, SERIES 2004 Bond Date: April 15, 2004 Interest Rate: Stated Maturity: CUSIP NO: Registered Owner: Principal Amount: DOLLARS The City of North Richland Hills (hereinafter referred to as the "City"), a body corporate and political subdivision in the County of Tarrant, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, on the Stated Maturity date specified above the Principal Amount hereinabove stated (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the Bond 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, 2005. Principal of this Bond is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the Designated PaymentfTransfer Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest is payable to the registered owner of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. All payments of principal of, premium, if any, and interest on this Bond shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (herein referred to as the "Bonds") for the purpose of providing funds for the discharge and final payment of certain outstanding obligations of the City (identified in the preamble hereof and referred to as the "Refunded Obligations"), to pay costs of issuance and to provide funds in the amount of $4,935,000 for permanent public improvements and public purposes, to wit: $3,735,000 for street improvements, including traffic signalization, drainage incidental thereto and the acquisition of land and right-of-way therefor, and $1,200,000 for drainage improvements, under and in strict conformity with the Constitution and laws of the State of Texas and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance"). 45442543.1 9 The Bonds maturing on the dates hereinafter identified (the "Term Bonds") are subject to mandatory redemption prior to maturity with funds on deposit in the Interest and Sinking Fund established and maintained for the payment thereof in the Ordinance, and shall be redeemed in part prior to maturity at the price of par and accrued interest thereon to the date of redemption, and without premium, on the dates and in the principal amounts as follows: Term Bonds due February 15, 20 Redemption Date Principal Amount Term Bonds due February 15, 20 Redemption Date Principal Amount February 15, 20 $ ,000 February 15, 20 $ ,000 Term Bonds due February 15, 20 Redemption Date Principal Amount February 15, 20 $,000 The particular Term Bonds of a stated 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 Bonds for a stated maturity required to be redeemed on a mandatory redemption date may be reduced, at the option of the City, by the principal amount of Term Bonds of like stated maturity which, at least 50 days prior to the mandatory redemption date, (1) shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds 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 Bonds maturing on and after February 15, 2015, may be redeemed prior to their Stated Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2014, or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption. At least thirty days prior to the date fixed for any redemption of Bonds, the City shall cause a written notice of such redemption to be sent by United States Mail, first class postage prepaid, to the registered owners of each Bond to be redeemed at the address shown on the Security Register and subject to the terms and provisions relating thereto contained in the Ordinance. If a Bond (or any portion of its principal sum) shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date such Bond (or the portion of its principal sum to be redeemed) shall become due and payable, and interest thereon shall cease to accrue from and after the redemption date therefor; provided moneys for the payment of the redemption price and the interest on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar. In the event a portion of the principal amount of a Bond is to be redeemed and the registered owner is someone other than Cede & Co., payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of such Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new Bond or Bonds of like maturity and interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to 45442543,1 10 the registered owner, without charge. If a Bond is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer such Bond to an assignee of the registered owner within 45 days of the redemption date therefor; provided, however, such limitation on transferability shall not be applicable to an exchange by the registered owner of the unredeemed balance of a Bond redeemed in part. The Bonds are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to the Ordinance, a copy of which is on file in the Designated PaymentfTransfer Office of the Paying Agent/Registrar, and to all of the provisions of which the owner or holder of this Bond by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be discharged at or prior to its maturity or redemption, and deemed to be no longer Outstanding thereunder; and for other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the Designated PaymentfTransfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered owner whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and declared that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Bonds is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Bonds to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that 45442543.1 11 the Bonds do not exceed any Constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly executed under the official seal of the City as of the Bond Date. CITY OF NORTH RICHLAND HILLS, TEXAS Mayor COUNTERSIGNED: City Secretary (SEAL) ----," 45442543.1 12 C. *Form of Reaistration Certificate of ComDtroller of Public Accounts to aDDear on Initial Bond(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Do not print on definitive bonds D. Form of Certificate of Pavina Aaent/Reqistrar to aDDear on Definitive Bonds onlv. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued and registered under the provisions of the within-mentioned Ordinance; the bond or bonds of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. The designated offices of the Paying Agent/Registrar in Dallas, Texas is the "Designated Paymentrrransfer Office" for this Bond. JPMORGAN CHASE BANK, Dallas, Texas Registration date: By Authorized Signature 45442543.1 13 E. Form of Assianment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee:) (Social Security or other identifying number ) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature guaranteed: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. F. The Initial Bond(s) shall be in the form set forth in paraaraph B of this Section. except that the form of the sinale fullv reaistered Initial Bond shall be modified as follows: (i) immediately under the name of the bond the headings "Interest Rate" and "Stated Maturity" shall both be omitted. (ii) Paragraph one shall read as follows: Registered Owner: Principal Amount: DOLLARS The City of North Richland Hills (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Tarrant, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount hereinabove stated on February 15 in each of the years and in principal installments in accordance with the following schedule: YEAR PRINCIPAL INSTALLMENTS INTEREST RATE (Information to be inserted from schedule in Section 2 hereof). (or so much principal thereof as shall not have been prepaid prior to maturity) and to pay interest on the unpaid Principal Amount hereof from the Bond Date at the per annum rates of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 2005. Principal installments of this Bond are payable in the year of maturity or on a prepayment date to the registered owner hereof by JPMorgan Chase Bank, Dallas, Texas (the 45442543.1 14 "Paying AgenURegistrar"), upon its presentation and surrender, at its designated offices in Dallas, Texas (the "Designated PaymentfTransfer Office"). Interest is payable to the registered owner of this Bond whose name appears on the "Security Register" maintained by the Paying AgenURegistrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying AgenURegistrar 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 AgenURegistrar, requested by, and at the risk and expense of, the registered owner. All payments of principal of, premium, if any, and interest on this Bond shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: Levv of Taxes. To provide for the payment of the "Debt Service Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their payment at maturity or redemption or a sinking fund of 2% (whichever amount is the greater), there is hereby levied, and there shall be annually assessed and collected in due time, form, and manner, a tax on all taxable property in the City, within the limitations prescribed by law, and such tax hereby levied on each one hundred dollars' valuation of taxable property in the City for the Debt Service Requirements of the Bonds shall be at a rate from year to year as will be ample and sufficient to provide funds each year to pay the principal of and interest on said Bonds while Outstanding; full allowance being made for delinquencies and costs of collection; separate books and records relating to the receipt and disbursement of taxes levied, assessed and collected for and on account of the Bonds shall be kept and maintained by the City at all times while the Bonds are Outstanding, and the taxes collected for the payment of the Debt Service Requirements on the Bonds shall be deposited to the credit of a "Special 2004 Bond Account" (the "Interest and Sinking Fund") maintained on the records of the City and deposited in a special fund maintained at an official depository of the City's funds; and such tax hereby levied, and to be assessed and collected annually, is hereby pledged to the payment of the Bonds. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying AgenU Registrar for the Bonds, from funds on deposit in the Interest and Sinking Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same accrues or matures or comes due by reason of redemption prior to maturity; such transfers of funds to be made in such manner as will cause collected funds to be deposited with the Paying AgenURegistrar on or before each principal and interest payment date for the Bonds. SECTION 11: Mutilated-Destroved-Lost and Stolen Bonds. In case any Bond shall be mutilated, or destroyed, lost or stolen, the Paying AgenURegistrar may execute and deliver a replacement Bond of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in lieu of and in substitution for such destroyed. lost or stolen Bond, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying AgenURegistrar of evidence satisfactory to the Paying AgenURegistrar of the destruction, loss or theft of such Bond, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying AgenURegistrar of indemnification in an amount satisfactory to hold the City and the Paying AgenURegistrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Bond shall be borne by the Holder of the Bond mutilated, or destroyed, lost or stolen. 45442543.1 15 Every replacement Bond issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Bonds. SECTION 12: Satisfaction of Obligation of Citv. If the City shall payor cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Bonds or any principal amount(s) thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, of the Bonds such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. The term "Government Securities" 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 - 45442543.1 16 ^"--- ,.~-----"..'"-----_.._-~,-------_.~-~~~-" less than AAA or its equivalent and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and on the date of their acquisition or purchase by the City, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. SECTION 13: Ordinance a Contract - Amendments - Outstandina Bonds. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section and in Section 31 hereof. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required to be held by Holders for consent to any such amendment, addition, or rescission. The term "Outstanding" when used in this Ordinance with respect to Bonds means, as of the date of determination, all Bonds theretofore issued and delivered under this Ordinance, except: (1) those Bonds cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Bonds deemed to be duly paid by the City in accordance with the provisions of Section 12 hereof; and (3) those mutilated, destroyed, lost, or stolen Bonds which have been replaced with Bonds registered and delivered in lieu thereof as provided in Section 11 hereof. SECTION 14: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section 14, the following terms have the following meanings: "Closing Date" means the date on which the Bonds are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in Section 1. 148-1 (b) of the Regulations. "Gross Proceeds" means any proceeds as defined in Section 1.148-1 (b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. 45442543.1 17 -,-_.~-,~~~-_._-~--,~._.__-_"-I_--~--,.,-~-~------_"_---,._.__.~-~--~-----_..~~,~ "I nvestment" has the meaning set forth in Section 1.148-1 (b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. "Rebate Amount" has the meaning set forth in Section 1.148-1 (b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any I nvestment has the meaning set forth in Section 1.148- 5 of the Regulations and (2) the Bonds has the meaning set forth in Section 1.148-4 of the Regulations. (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. (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 Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, 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 Bonds 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. 45442543.1 18 (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds. (f) Not Federallv Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. (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 all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Interest and Sinking Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of 45442543.1 19 the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. (i) Not to Divert Arbitraqe Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. U) Elections. The City hereby directs and authorizes the Mayor, City Manager, Director of Finance and City Secretary, individually or jointly, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. (k) Bonds Not Hedqe Bonds. (1) At the time the original bonds refunded by the Bonds were issued, the City reasonably expected to spend at least 85% of the spendable proceeds of such bonds within three years after such bonds were issued and (2) not more than 50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. (I) Not An Advance Refundinq. The portion of the Bonds being issued to refund the Series 1993 Refunded Bonds and the Series 1996 Refunded Revenue Bonds is a current refunding in that such obligations are to be paid and redeemed in full on June 3, 2004 and September 1, 2004, respectively, which dates are within 90 days of the delivery date of the Bonds. (m) Qualified Advance Refundinq. A portion of the Bonds are issued in part to refund the Series 1995 Refunded Bonds, Series 1996 Refunded Bonds, Series 1996 Refunded Certificates, Series 1997 Refunded Bonds and the Series 1997 Refunded Certificates, and the Bonds will be issued more than 90 days before the redemption of the such Refunded Obligation. The City represents as follows: 45442543,1 20 (a) The Bonds are the first advance refunding of the Series 1995 Refunded Bonds, Series 1996 Refunded Bonds, Series 1996 Refunded Certificates, Series 1997 Refunded Bonds and the Series 1997 Refunded Certificates (the "Advance Refunded Obligations"), within the meaning of section 149(d)(3) of the Code. (b) The Refunded Obligations are being called for redemption, and will be redeemed not later than the earliest date on which such bonds may be redeemed. (c) The initial temporary period under section 148(c) of the Code will end: (i) with respect to the proceeds of the Bonds not later than 30 days after the date of issue of such Bonds; and (ii) with respect to proceeds of the Advanced Refunded Obligations on the Closing Date if not ended prior thereto. (d) On and after the date of issue of the Bonds, no proceeds of the Advance Refunded Obligations will be invested in Nonpurpose Investments having a Yield in excess of the Yield on such respective series of refunded obligations. (e) The Bonds are being issued for the purposes stated in the preamble of this Ordinance. There is a present value savings associated with the refunding. In the issuance of the Bonds the City has neither: (i) overburdened the tax-exempt bond market by issuing more bonds, issuing bonds earlier or allowing bonds to remain outstanding longer than reasonably necessary to accomplish the governmental purposes for which the Bonds were issued; (ii) employed on "abusive arbitrage device" within the meaning of Section 1.148-1 O( a) of the Regulations; nor (iii) employed a "device" to obtain a material financial advantage based on arbitrage, within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates and reduced debt service payments in early years. SECTION 15: Sale of Bonds - Official Statement Approval. The Bonds authorized by this Ordinance are hereby sold by the City to Southwest Securities Inc. and Estrada Hinojosa & Company, Inc. (herein referred to as the "Underwriters") in accordance with the Purchase Agreement, dated April 12, 2004, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Mayor is hereby authorized and directed to execute said Purchase Agreement for and on behalf of the City and as the act and deed of this City Council, and in regard to the approval and execution of the Purchase Agreement, the City Council hereby finds, determines and declares that the representations, warranties and agreements of the City contained in the Purchase Agreement are true and correct in all material respects and shall be honored and performed by the City. Furthermore, the use of the Official Statement by the Purchasers in connection with the public offering and sale of the Bonds is hereby ratified, confirmed and approved in all respects. The final Official Statement, which reflects the terms of sale (together with such changes approved by the Mayor, City Secretary, City Manager, and Director of Finance, one or more of said officials), shall be and is hereby in all respects approved and the Underwriters are hereby authorized to use and distribute said final Official Statement, dated April 12, 2004, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of said Official Statement in final form as may be required by the Underwriters, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Underwriters. 45442543.1 21 ______'L-.--.--___~~__________ --,--------~--.----"--------,'--.---"- SECTION 16: Special Escrow Aqreement Approval and Execution. The "Special Escrow Agreement" (the "Agreement") by and between the City and JPMorgan Chase Bank, Dallas, Texas (the "Escrow Agent"), attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be executed by the Mayor and City Secretary for and on behalf of the City and as the act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. Furthermore, appropriate officials of the City in cooperation with the Escrow Agent are hereby authorized and directed to make the necessary arrangements for the purchase of the Federal Securities referenced in the Agreement and the delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "SPECIAL 2004 CITY OF NORTH RICH LAND HillS, TEXAS, REFUNDING BOND ESCROW FUND" (the "Escrow Fund"); all as contemplated and provided in V.T.C.A., Government Code, Chapter 1207, as amended, this Ordinance and the Agreement. SECTION 17: Control and Custody of Bonds. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas, including the printing and supply of definitive Bonds, and shall take and have charge and control of the Initial Bond(s) pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the initial purchasers. Furthermore, the Mayor, Mayor Pro Tem, City Secretary, City Manager, and Director of Finance, anyone 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 Bonds, including certifications as to facts, estimates, circumstances and reasonable expectations pertaining to the use, expenditure, and investment of the proceeds of the Bonds, as may be necessary for the approval of the Attorney General, the registration by the Comptroller of Public Accounts and the delivery of the Bonds to the purchasers, and, together with the City's financial advisor, bond counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond(s) to the purchasers and the initial exchange thereof for definitive Bonds. SECTION 18: Proceeds of Sale. Immediately following the delivery of the Bonds, proceeds of sale in the sum of (i) $ shall be deposited to the construction fund and $ shall be deposited with the Escrow Agent for application in accordance with the Agreement and (Hi) $ shall be deposited in the Interest and Sinking Fund. The balance of the proceeds of sale shall be disbursed for payment of costs of issuance in accordance with instructions from the City, and any proceeds of sale remaining after payment of the costs of issuance for the Bonds shall deposited in the Interest and Sinking Fund for the Bonds. Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in authorized investments and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Interest and Sinking Fund as shall be determined by the appropriate authorized officials of the City. All surplus proceeds of sale of the Bonds, including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Interest and Sinking Fund. 45442543.1 22 Additionally, on or immediately prior to the date of the delivery of the Bonds to the Underwriters, the Director of Finance shall cause to be transferred in immediately available funds to the Escrow Agent from moneys on deposit in the interest and sinking funds maintained for the payment of the Refunded Obligations the sum of $ to accomplish the refunding. SECTION 19: Redemption of Refunded ObliQations. (a) The bonds of that series known as "City of North Richland Hills, Texas, General Obligation Bonds, Series 1993", dated May 1, 1993, maturing in the years 2010 through 2013, and aggregating in principal amount $1,130,000, shall be redeemed and the same are hereby called for redemption on June 3, 2004, at the price of par and accrued interest to the date of redemption. The City Secretary is hereby authorized and directed to file a copy of this Ordinance, together with a suggested form of notice of redemption to be sent to bondholders, with JPMorgan Chase Bank, Dallas, Texas (successor paying agent/registrar to Bank One, National Association), in accordance with the redemption provisions applicable to such bonds; such suggested form of notice of redemption being attached hereto as Exhibit D and incorporated herein by reference as a part of this Ordinance for all purposes. (b) The bonds of that series known as "City of North Richland Hills, Texas, General Obligation Bonds, Series 1995", dated April 1, 1995, maturing in the years 2014 and 2015, and aggregating in principal amount $720,000, shall be redeemed and the same are hereby called for redemption on February 15, 2005, at the price of par and accrued interest to the date of redemption. The City Secretary is hereby authorized and directed to file a copy of this Ordinance, together with a suggested form of notice of redemption to be sent to bondholders, with JPMorgan Chase Bank, Dallas, Texas (successor paying agent/registrar to Bank One, National Association), in accordance with the redemption provisions applicable to such bonds; such suggested form of notice of redemption being attached hereto as Exhibit E and incorporated herein by reference as a part of this Ordinance for all purposes. (c) The bonds of that series known as "City of North Richland Hills, Texas, General Obligation Bonds, Series 1996", dated May 1, 1996, maturing in the years 2008 and 2009, and aggregating in principal amount $720,000, shall be redeemed and the same are hereby called for redemption on February 15, 2006, at the price of par and accrued interest to the date of redemption. The City Secretary is hereby authorized and directed to file a copy of this Ordinance, together with a suggested form of notice of redemption to be sent to bondholders, with JPMorgan Chase Bank, Dallas, Texas (successor paying agent/registrar to Bank One, National Association), in accordance with the redemption provisions applicable to such bonds; such suggested form of notice of redemption being attached hereto as Exhibit F and incorporated herein by reference as a part of this Ordinance for all purposes. (d) The certificates of obligation of that series known as "City of North Richland Hills, Texas, Tax and Drainage Utility System Surplus Revenue Certificates of Obligation, Series 1996", dated May 1, 1996, maturing in the years 2007 through 2016, and aggregating in principal amount $755,000, shall be redeemed and the same are hereby called for redemption on February 15, 2006, at the price of par and accrued interest to the date of redemption. The City Secretary is hereby authorized and directed to file a copy of this Ordinance, together with a suggested form of notice of redemption to be sent to certificateholders, with JPMorgan Chase Bank, Dallas, Texas (successor paying agent/registrar to Bank One, National Association), in accordance with the redemption provisions applicable to such obligations; such suggested form of notice of redemption being attached hereto as Exhibit G and incorporated herein by reference as a part of this Ordinance for all purposes. 45442543.1 23 (e) The bonds of that series known as "City of North Richland Hills, Texas, General Obligation Bonds, Series 1997", dated April 15, 1997, maturing in the years 2011, 2012 and 2017, and aggregating in principal amount $1,435,000, shall be redeemed and the same are hereby called for redemption on February 15, 2007, at the price of par and accrued interest to the date of redemption. The City Secretary is hereby authorized and directed to file a copy of this Ordinance, together with a suggested form of notice of redemption to be sent to bondholders, with JPMorgan Chase Bank, Dallas, Texas (successor paying agent/registrar to Bank One, National Association), in accordance with the redemption provisions applicable to such bonds; such suggested form of notice of redemption being attached hereto as Exhibit H and incorporated herein by reference as a part of this Ordinance for all purposes. (f) The certificates of obligation of that series known as "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1997", dated April 15, 1997, maturing in the years 2011 through 2017, and aggregating in principal amount $510,000, shall be redeemed and the same are hereby called for redemption on February 15, 2007, at the price of par and accrued interest to the date of redemption. The City Secretary is hereby authorized and directed to file a copy of this Ordinance, together with a suggested form of notice of redemption to be sent to certificateholders, with JPMorgan Chase Bank, Dallas, Texas (successor paying agent/registrar to Bank One, National Association), in accordance with the redemption provisions applicable to such obligations; such suggested form of notice of redemption being attached hereto as Exhibit I and incorporated herein by reference as a part of this Ordinance for all purposes. (g) The bonds of that series known as "City of North Richland Hills, Texas, Waterworks and Sewer System Revenue Refunding Bonds, Series 1996", dated December 1, 1996, maturing in the years 2008 and 2009, and aggregating in principal amount $2,335,000, shall be redeemed and the same are hereby called for redemption on September 1, 2004, at the price of par and accrued interest to the date of redemption. The City Secretary is hereby authorized and directed to file a copy of this Ordinance, together with a suggested form of notice of redemption to be sent to bondholders, with JPMorgan Chase Bank, Dallas, Texas (successor paying agent/registrar to Bank One, National Association), in accordance with the redemption provisions applicable to such bonds; such suggested form of notice of redemption being attached hereto as Exhibit J and incorporated herein by reference as a part of this Ordinance for all purposes. The redemption of the obligations described above being associated with the advance refunding of such obligations, the approval, authorization and arrangements herein given and provided for the redemption of such obligations on the redemption dates designated therefor and in the manner provided shall be irrevocable upon the issuance and delivery of the Bonds; and the City Secretary is hereby authorized and directed to make all arrangements necessary to notify the holders of such obligations of the City's decision to redeem such obligations on the dates and in the manner herein provided and in accordance with the ordinances authorizing the issuance of the obligations and this Ordinance. SECTION 20: Notices to Holders-Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the 45442543.1 24 sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 21: Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Bonds held by the Paying Agent/Registrar shall be returned to the City. SECTION 22: Leaal Opinion. The obligation of the Purchasers to accept delivery of the Bonds is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Attorneys, Dallas, Texas, approving such Bonds as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for such Bonds. A true and correct reproduction of said opinion is hereby authorized to be printed on the definitive Bonds or an executed counterpart thereof shall accompany the global Bonds deposited with the Depository Trust Company. SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving the Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 24: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. SECTION 25: Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 26: Governina Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 27: Effect of Headinas. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 28: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. 45442543.1 25 SECTION 29: Continuing Disclosure Undertakina. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. (b) Annual Reports. The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year (beginning with the fiscal year ending September 30, 2004) financial information and operating data with respect to the City of the general type included in the final Official Statement approved by Section 15 of this Ordinance, being the information described in Exhibit K hereto. Financial statements to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit K hereto and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If audited financial statements are not available at the time the financial information and operating data must be provided, then the City shall provide unaudited financial statements for the applicable fiscal year to each NRMSIR and any SID with the financial information and operating data and will file the annual audit report when and if the same becomes available. If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (c) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: 45442543.1 (1 ) (2) (3) (4) (5) (6) (7) (8) (9) 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 Bonds; Modifications to rights of holders of the Bonds; Bond calls; Defeasances; 26 (10) Release, substitution, or sale of property securing repayment of the Bonds; and (11) Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such Section. (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 Bonds within the meaning of the Rule, except that the City in any event will give the notice required by subsection (c) hereof of any Bond calls and defeasance that cause the City to be no longer such an "obligated person." The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. Notwithstanding anything to the contrary in this Ordinance, the provisions of this Section may be amended by the City from time to time to adapt to changed circumstances resulting from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a Person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The provisions of this Section may also be amended from time to time or repealed by the City if the SEC amends or repeals 45442543.1 27 the applicable prOVISions of the Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and to the extent that reservation of the City's right to do so would not prevent underwriters of the initial public offering of the Bonds from lawfully purchasing or selling Bonds in such offering. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data filed with each NRMSIR and SID pursuant to subsection (b) of this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 30: Severabilitv. 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 31: Public Meetina. It is officially found, determined, and decfared 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. SECTION 32: Effective Date. This Ordinance shall be in force and effect from and after its passage on the date shown below and it is so ordained. 45442543.1 28 PASSED AND ADOPTED, this April 12, 2004. CITY OF NORTH RICHLAND HILLS, TEXAS Mayor ATTEST: City Secretary APPROVED AS TO LEGALITY: City Attorney (City Seal) 45442543,1 29 PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of April 12, 2004 (this "Agreement"), by and between the City of North Richland Hills, Texas (the "Issuer"), and JPMorgan Chase Bank, Dallas, Texas, a New York banking corporation organized and existing under the laws of the State of New York and authorized to do business in the State of Texas, or its successors, RECITALS WHEREAS, the Issuer has duly authorized and provided for the execution and delivery of its "City of North Richland Hills, Texas, General Obligation Refunding and Improvement Bonds, Series 2004" (the "Securities"), dated April 15, 2004, and such Securities are scheduled to be delivered to the initial purchasers thereof on or about June 3, 2004; 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 Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. 45441442.1 EXHIBIT A 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 in Dallas, Texas at the address shown 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 Security 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, Mayor Pro Tem, City Manager, Director of Finance or City Secretary, anyone or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Resolution). 45441442,1 -2- EXHIBIT A "Redemption Date" when used with respect to any Security 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 Paving Aqent. 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 Security 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 2001 Bryan Street, 9th Floor, Dallas, Texas 75201, Attention: Operations. 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 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 paying agent 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. 45441442.1 -3- EXHIBIT A ARTICLE FOUR REGISTRAR Section 4.01 Securitv Reqister - Transfers and Exchanqes. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "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. All 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 written 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 AgenURegistrar. Section 4.02 Certificates. The Issuer shall provide an adequate inventory of printed 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 Securitv 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 Security 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. 45441442.1 -4- EXHIBIT A 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 11 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 Bank will, 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 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 45441442.1 -5- EXHIBIT A -,----------~-_.~--'-_.~--_..__. 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 counselor 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. 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 Security 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 Agent/Registrar, or any other agent. Section 5.05 Moneys Held by Bank - Payina Aaent Account/Collateralization. Money deposited by the Issuer with the Bank of the principal (or Redemption Price, if applicable) of or interest on any Securities shall be segregated from other funds of the Bank and the Issuer and shall be held in trust for the benefit of the Holders of such Securities. All money deposited with the Bank hereunder shall be secured in the manner and to the fullest extent required by law for the security of funds of the Issuer. Amounts held by the Bank which represent principal of and interest on the Securities remaining unclaimed by the owner after the expiration of three years from the date such amounts have become due and payable shall be reported and disposed of by the Bank in accordance with the provisions of Texas law including, to the extent applicable, Title 6 of the Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in compliance with this provision. The Bank is not obligated to pay interest on any money received by it hereunder. 45441442.1 -6- EXHIBIT A This Agreement relates solely to money deposited for the purposes described herein, and the parties agree that the Bank may serve as depository for other funds of the Issuer, act as trustee under indentures authorizing other bond transactions of the Issuer, or act in any other capacity not in conflict with its duties hereunder. 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 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 in the State of Texas 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 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 Assianment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent, waiyer, 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 Headinas. 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. 45441442.1 -7- EXHIBIT A 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 Agreement. 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 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 Governina Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. 45441442.1 -8- EXHIBIT A IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. JPMORGAN CHASE BANK, Dallas, Texas, [SEAL] BY: Title: Address: 2001 Bryan Street, 9th Floor Dallas, Texas 75201 Attest: Title: CITY OF NORTH RICHLAND HILLS, TEXAS BY: Mayor Address: P. O. Box 820609 North Richland Hills, TX 76182-0609 (CITY SEAL) Attest: City Secretary 45441442.1 -9- EXHIBIT A $ CITY OF NORTH RICHLAND HILLS, TEXAS GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS , SERIES 2004 PURCHASE AGREEMENT April 12, 2004 The Honorable Mayor and Members of the City Council City of North Richland Hills, Texas P.O. Box 820609 North Richland Hills, Texas 76182-0609 Dear Mayor and Members of the City Council: The undersigned, Southwest Securities, Inc. (the "Representative"), on behalf of itself and Estrada Hinojosa & Company, Inc. (collectively, the "Underwriter"), offers to enter into the following agreement with the City of North Richland Hills, Texas (hereinafter called the "Issuer"), which, upon the Issuer's written acceptance of this offer, will be binding upon the Issuer and upon the Underwriter. This offer is made subject to the Issuer's written acceptance hereof on or before 10:00 p.m., North Richland Hills, Texas time on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer. Capitalized tenns not otherwise defined herein shall have the meaning assigned to them in the Official Statement (defined below). 1. Purchase and Sale of the Bonds. Subject to the tenns and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all, but not less than all, of the Issuer's General Obligation Refunding and Improvement Bonds, Series 2004 (the "Bonds"). The Bonds will be dated April 15, 2004. Interest on the Bonds will accrue from their dated date and will be payable February 15 and August 15 of each year, commencing February 15, 2005. The principal amount of the Bonds to be issued, the dated date therefor, the maturities, redemption provisions and interest rates per annum are set forth in Schedule I hereto. The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of, the ordinance adopted by the Issuer's City Council on April 12, 2004 (the "Bond Ordinance"). The purchase price for the Bonds shall be $ (representing the principal amount of the Bonds of $ , less a reoffering discount of $ less an Underwriter's discount on the Bonds of $ ), plus interest accrued on the Bonds from the dated date ofthe Bonds to the Closing Date (as hereinafter defined). Purchase Agreement_NRH 4_7_04.DOC EXHIBIT B Delivered to the Issuer herewith is a corporate check of the Representative payable to the order of the Issuer in the amount of $118,000. The Issuer agrees to hold such check uncashed until the Closing (as hereinafter defined) to ensure the performance by the Underwriter of its obligation to purchase, accept delivery of and pay for the Bonds at the Closing. Concurrently with the payment by the Underwriter of the purchase price of the Bonds, the Issuer shall return such check to the Representative as provided in Paragraph 6 hereof. Should the Issuer fail to deliver the Bonds at the Closing, or should the Issuer be unable to satisfy the conditions of the obligation of the Underwriter to purchase, accept delivery of and pay for the Bonds, as set forth in this Purchase Agreement (unless waived by the Underwriter), or should such obligation of the Underwriter be terminated for any reason permitted by this Purchase Agreement, such check shall immediately be returned to the Underwriter. In the event the Underwriter fails (other than for a reason permitted hereunder) to purchase, accept delivery of and pay for the Bonds at the Closing as herein provided, such check shall be retained by the Issuer as full liquidated damages for such failure of the Underwriter and for any defaults hereunder on the part of the Underwriter. The Underwriter and the Issuer understand that in such event the Issuer's actual damages may be greater or may be less than such amount. Accordingly, the Underwriter hereby waives any right to claim that the Issuer's actual damages are less than such amount, and the Issuer's acceptance of this offer shall constitute a waiver of any right the Issuer may have to additional damages from the Underwriter. The Underwriter hereby agrees not to stop or cause payment on said check to be stopped unless the Issuer has breached any of the terms of this Purchase Agreement. Inasmuch as this purchase and sale represents a negotiated transaction, the Issuer understands, and hereby confirms, that the Underwriter is not acting as a fiduciary of the Issuer, but rather is acting solely in its individual capacity as Underwriter for its own account. 2. The Bonds and the Official Statement; End of the Underwriting Period. (a) The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of the Bond Ordinance. (b) The Preliminary Official Statement of the Issuer, dated April 6,2004, including the cover page and Appendices thereto, relating to the Bonds (the "Preliminary Official Statement"), as amended to conform to the terms of this Purchase Agreement and with such changes and amendments to the date hereof as have been mutually agreed to by the Issuer and the Underwriter, as indicated on Exhibit A attached hereto, is hereinafter called the "Official Statement. " (c) The Issuer hereby represents and warrants that the Preliminary Official Statement previously delivered to the Underwriter was deemed final by the Issuer as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Rule 15c2-12 under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12"). (d) The Issuer has duly approved and authorized distribution of the Official Statement, which is final for purposes of Rule 15c2-12. (e) Unless otherwise notified in writing by the Underwriter by the Closing Date, the Issuer can assume that the "end of the underwriting period" for purposes of Rule 15c2-12 shall -2- EXHIBIT B be the Closing Date. In the event such notice is so given in writing by the Underwriter, the Underwriter agrees to notify the Issuer in writing following the occurrence of the "end of the underwriting period" as defined in Rule 15c2-12. The "end of the underwriting period" as used in this Purchase Agreement shall mean the Closing Date or such later date as to which notice is given by the Underwriter in accordance with the preceding sentence. (f) The Underwriter agrees to timely file the Official Statement with a nationally recognized municipal securities information repository and/or the Municipal Securities Rulemaking Board. 3. Sale to Underwriter. It shall be a condition to the Issuer's obligations to sell and deliver the Bonds to the Underwriter and to the Underwriter's obligation to purchase, to accept delivery of and to pay for the Bonds that the entire principal amount of the Bonds authorized by the Bond Ordinance shall be issued, sold and delivered by the Issuer and purchased, accepted and paid for by the Underwriter at the Closing. The Underwriter agrees to make a bond fide public offering of all of the Bonds at prices not in excess of the initial offering prices or yields set forth on the cover page of the Official Statement, plus interest accrued thereon from the date of the Bonds, and further represents that at least ten percent (10%) of the principal amount of the Bonds of each maturity shall be sold to the "public" (exclusive of dealers, brokers, investment bankers, etc.) at the offering price set forth on the cover page of the Official Statement. On or before the Closing the Underwriter shall execute and deliver to Bond Counsel an Issue Price Certificate prepared by Bond Counsel verifying the initial offering prices to the public at which a substantial amount of each stated maturity of the Bonds was sold to the public. 4. Use of Documents; Certain Covenants and Agreements of the Issuer. (a) The Issuer hereby authorizes the use by the Underwriter of the Bond Ordinance and the Official Statement, including any supplements or amendments thereto, and the information therein contained in connection with the public offering and sale of the Bonds. The Issuer ratifies and confirms the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. (b) The Issuer covenants and agrees: (i) To cause reasonable quantities of the Official Statement, as requested by the Underwriter to comply with Section (b)(4) of Rule 15c2-12, to be delivered to the Underwriter, without charge, within seven business days of the date hereof. (ii) To provide such information under the Issuer's control as necessary for the Underwriter to comply with the filing requirements of Rule G-36 of the Municipal Securities Rulemaking Board. (iii) To apply the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Bond Ordinance and not to take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds under the Internal Revenue Code of 1986, as amended (the "Code"). -3- EXHIBIT B (iv) If, after the date of this Purchase Agreement to and including the date the Underwriter is no longer required pursuant to Rule 15c2-12 to provide the Official Statement to potential customers requesting an Official Statement (such date being the earlier of (A) 90 days from the end of the underwriting period and (B) the time when the Official Statement is available to any person from a nationally recognized municipal securities repository, but in no case less than 25 days after the end of the underwriting period), any event shall occur as a result of which it is necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances when the Official Statement is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, to notify the Underwriter (and for the purposes of this clause (iv) to provide the Underwriter with such information as they may from time to time reasonably request), and to cooperate with the Underwriter in the preparation of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not, in light of the circumstances when the Official Statement is delivered to a purchaser, be misleading or so that the Official Statement will comply with law. (v) To advise the Underwriter immediately of receipt by the Issuer of any notification with respect to the suspension of the qualifi.cation of the Bonds for sale in any jurisdiction or with respect to the initiation or threat of any proceeding for that purpose. (vi) To the best knowledge and belief of the Issuer, the Official Statement contains information, including financial information or operating data, concerning every entity, enterprise, fund, account, or person that is material to an evaluation of the offering of the Bonds. The Issuer has complied in all material respects with all continuing disclosure agreements made by it in accordance with Rule: 15c2-12. 5. Representations and Warranties of the Issuer The Issuer hereby represents and warrants to the Underwriter, which representations and warranties shall survive the purchase and offering of the Bonds, as follows: (a) The Issuer is a duly organized municipal corporation and a political subdivision duly created and existing under the Constitution and the laws of the State of Texas and has full legal right, power and authority pursuant to the Constitution and laws of the State of Texas, including particularly Texas Government Code, Chapter 1207, as amended (the "Act"), and at the date of the Closing will have, full legal right, power and authority under the Act to (i) enter into this Purchase Agreement and the Escrow Agreement, (ii) adopt the Bond Ordinance, (iii) sell, issue and deliver the Bonds to the Underwriter as provided herein, and (iv) carry out and consummate the transactions described in this Purchase Agreement, the Escrow Agreement, the Bond Ordinance and the Official Statement, and the Issuer has complied, and will at the Closing be in compliance in all respects, with the terms of the Act and the Bond Ordinance as they pertain to such transactions. (b) By all necessary official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly adopted the Bond Ordinance, has duly authorized and -4- EXHIBIT B approved the execution and delivery of, and the perfonnance by the Issuer of the obligations on its part contained in, the Bonds, the Bond Ordinance, this Purchase Agreement and the Escrow Agreement, and the consummation by it of all other transactions described in the Official Statement, the Bond Ordinance, the Escrow Agreement and this Purchase Agreement; this Purchase Agreement constitutes the legal, valid and binding agreement of the Issuer, enforceable in accordance with its tenns, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights; and the Bonds, when issued, authenticated and delivered to the Underwriter in accordance with the Bond Ordinance and this Purchase Agreement, will be payable from an ad valorem tax levied, within the limits prescribed by law, against all taxable property within the Issuer and will be entitled to the benefits of the Bond Ordinance and will be legal, valid and binding obligations of the Issuer enforceable in accordance with their tenns, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights. (c) The Issuer is not in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State of Texas or the United States of America or any applicable judgment or decree or any loan agreement, indenture, bond, note, ordinance, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer or any of its property or assets are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a default or event of default by the Issuer under any such instrument; and the execution and delivery of the Bonds, the Escrow Agreement and this Purchase Agreement, and adoption of the Bond Ordinance and compliance on the Issuer's part with the provisions contained therein, will not conflict with or constitute a breach of or default under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, ordinance, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer or any of its property or assets are otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer under the tenns of any such law, regulation or instrument, except as provided by the Bonds and the Bond Ordinance. (d) All authorizations, approvals, licenses, pennits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due perfonnance by the Issuer of its obligations under, this Purchase Agreement, the Escrow Agreement, the Bond Ordinance and the Bonds have been duly obtained, except for the approval of the Bonds by the Attorney General of the State of Texas (and the registration of the Bonds by the Comptroller of Public Accounts of the State of Texas). ( e) The Bonds confonn to the description thereof contained in the Official Statement under the caption "THE BONDS"; the Bond Ordinance confonns to the description thereof contained in the Official Statement; and the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the caption "PLAN OF FINANCING." -5- EXHIBIT 8 (f) There is no litigation, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the Issuer after due inquiry, threatened against the Issuer, affecting the corporate existence of the Issuer or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the levy, collection or application of ad valorem taxes pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way cont(~sting or affecting the validity or enforceability of the Bonds, the Bond Ordinance, the Escrow Agreement or this Purchase Agreement, or contesting the exclusion from gross income of interest on the Bonds for federal income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers or authority of the Issuer for the issuance of the Bonds, the adoption of the Bond Ordinance or the execution and delivery of this Purchase Agreement, the Escrow Agreement, nor, to the best knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, the Bond Ordinance, the Escrow Agreement or this Purchase Agreement. (g) As of the date thereof, the Preliminary Official Statement did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (h) At the time of the Issuer's acceptance hereof and (unless an event occurs of the nature described in Paragraph 4(b)(iv)) at all times subsequent thereto during the period up to and including the date the Underwriter is no longer required pursuant to Rule 15c2-12 to provide the Official Statement to potential customers requesting an Official Statement (as more particularly described in Paragraph 4(b)(iv)), the Official Statem(~nt does not and will not contain any untrue statement of a material fact or omit to state any ma.terial fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i) If the Official Statement is supplemented or amended pursuant to Paragraph 4(b )(iv), at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the date the Underwriter is no longer required pursuant to Rule l5c2- 12 to provide the Official Statement to potential customers requesting an Official Statement (as more particularly described in Paragraph 4(b)(iv)), the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (j) The Issuer will furnish such infonnation and execute such instruments and take such action in cooperation with the Underwriter as the Underwriter may reasonably request, at no expense to the Issuer, (A) to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriter may designate and (z) detennine the eligibility of the Bonds for investment -6- EXHIBIT 8 under the laws of such states and other jurisdictions and (B) to continue such qualifications in effect so long as required for the distribution of the Bonds (provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Underwriter immediately of receipt by the Issuer of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or with respect to the initiation or threat of any proceeding for that purpose. (k) The financial statements of, and other financial information regarding, the Issuer in the Official Statement fairly present the financial position and results of the Issuer as of the dates and for the periods therein set forth, and there has been no material adverse change in the financial position and results of the Issuer since the dates and periods set forth therein. Prior to the Closing, the Issuer will not take any action within or under its control that will cause any adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Issuer. The Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer. (1) Prior to Closing, the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the ad valorem taxes of the Issuer without the prior written consent of the Underwriter. (m) Any certificate signed by any official of the Issuer authorized to do so in connection with the transactions contemplated by this Purchase Agreement shall be deemed a representation and warranty by the Issuer to the Underwriter as to the statements made therein. 6. Closing. (a) At 10:00 a.m., North Richland Hills, Texas time, on June 1, 2004, or at such other time and date as shall have been mutually agreed upon by the Issuer and the Underwriter (the "Closing Date"), the Issuer will, subject to the terms and conditions hereof, deliver to the Underwriter the initial Bond(s) registered in the name of the Underwriter, in temporary form, together with the other documents hereinafter mentioned, and will have available for immediate exchange definitive Bonds deposited with the Depository Trust Company, New York, New York ("DTC"), or deposited with the Paying AgentJRegistrar, if the Bonds are to be held in safekeeping for DTC by the Paying Agent/Registrar pursuant to DTC's FAST System and the Bond Ordinance, duly executed and authenticated in the form and manner contemplated below, and the Underwriter will, subject to the terms and conditions hereof, accept such delivery and pay the purchase price of the Bonds as set forth in Paragraph 1 hereof in immediately available funds (such events being referred to herein as the "Closing"). Concurrently with such payment by the Underwriter, the Issuer shall return to the Representative the check referred to in Paragraph 1 hereof. Payment for the Bonds as aforesaid shall be made at the offices of the Paying AgentJRegistrar, or such other place as shall have been mutually agreed upon by the Issuer and the Underwriter. (b) Delivery of the definitive Bonds in exchange for the initial Bonds shall be made through DTC, utilizing a book-entry only form of issuance, and the Issuer agrees to cooperate and execute such agreements as may be required to allow for the use of such book-entry only -7- EXHIBIT B system. The definitive Bonds shall be delivered in fully registered form bearing CUSIP numbers without coupons with one Bond for each maturity, registered in the name of CEDE & CO. and shall be made available to the Underwriter at least one business day before the Closing Date for purposes of inspection, except that the failure to include CUSIP numbers or the printing of an incorrect CUSIP number on any Bond shall not be a default under this Purchase Agreement. 7. Closing Conditions. The Underwriter has entered into this Purchase Agreement in reliance upon the representations, warranties and agreements of the Issuer contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter's obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Issuer of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions: (a) The representations and warranties of the Issuer contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing. (b) The Issuer shall have performed and complied with all agreements and conditions required by this Purchase Agreement to be performed or complied with by it prior to or at the Closing. (c) At the time of the Closing, the Bond Ordinance shall be in full force and effect and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter. (d) At the time of the Closing, all official action of the Issuer relating to this Purchase Agreement, the Escrow Agreement, the Bonds and the Bond Ordinance shall be in full force and effect and shall not have been amended, modified or supplemented; and the Underwriter shall have received, in appropriate form, evidence thereof. (e) At or prior to the Closing, the Bond Ordinance shall have been duly adopted and filed in the records of the Issuer and the Issuer shall have duly executed and delivered, and the Paying AgentJRegistrar shall have duly authenticated, the Bonds. (f) At the time of Closing, the Issuer and the Escrow Agent shall have executed and delivered the Escrow Agreement, and the Issuer shall have deposited with the Escrow Agent the Federal Securities and cash necessary to effect the defeasance of the Refunded Bonds. (g) At the time of the Closing, there shall not have occurred any change in the condition, financial or otherwise, or in the operations of the Issuer, from that set forth in the Official Statement that, in the reasonable judgment of the Underwriter, is material and adverse and that makes it, in the reasonable judgment of the Underwriter, impracticable to market the Bonds on the terms and in the manner contemplated in the Official Statement. -8- EXHIBIT B -~--_._---~-"---~-_._-~-~.,-_._---~~~-'~. (h) The Issuer shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money. (i) All steps to be taken and all instruments and other documents to be executed, and all other legal matters in connection with the transactions contemplated by this Purchase Agreement shall be reasonably satisfactory in legal form and effect to the Underwriter. (j) At or prior to the Closing, the Underwriter shall have received copies of each of the following documents: (1) The Official Statement, and each supplement or amendment, if any, thereto, executed by manual or facsimile signatures on behalf of the Issuer by the Mayor and the City Secretary of the Issuer or a conformed copy thereof. (2) The Bond Ordinance certified by the City Secretary under the Issuer's seal as having been duly adopted by the Issuer and as being in effect, with such changes or amendments as may have been agreed to by the Underwriter, and containing therein the agreement of the Issuer to provide certain periodic information and notices of material events in accordance with Rule l5c2-l2, as described in the Official Statement under the caption "CONTINUING DISCLOSURE OF INFORMATION." (3) The opinion of Fulbright & Jaworski, L.L.P., Bond Counsel, In substantially the form and substance of Appendix C to the Official Statement. (4) An opinion or certificate, dated on or prior to the date of Closing, of the Attorney General of the State of Texas, approving the Bonds, as required by law, and the registration certificate of the Comptroller of Public Accounts of the State of Texas for the Bonds. (5) The supplemental opinion, dated the date of the Closing, of Fulbright & Jaworski L.L.P. addressed to the Issuer and the Underwriter to the effect that: (i) it is not necessary in connection with the sale of the Bonds to the public to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Bond Ordinance under the Trust Indenture Act of 1939, as amended, and (ii) except to the extent noted therein, said firm has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Official Statement but that said firm has reviewed the information contained in the Official Statement under the captions "PLAN OF FINANCING," (excluding the subcaption "Use of Proceeds"), "THE BONDS" (except under the subcaptions "Book-Entry-Only System" and "Bondholders' Remedies"), "TAX MATTERS," "CONTINUING DISCLOSURE OF INFORMATION" (except under the subcaption "Compliance with Prior Undertakings") and the subcaptions "Legal Matters," "and "Legal Investments and Eligibility to Secure Public Funds in Texas" under the caption "OTHER INFORMA nON" and such firm is of the opinion that the information relating to the Bonds and legal matters contained under such captions is an accurate and fair description of the laws and legal issues addressed therein and, with respect to the Bonds, such information conforms to the Bond Ordinance. -9- EXHIBIT B -----~----_.._-'_._----_.-_._---.-...._._--------_._-_. (6) An OpInIOn, dated the date of the Closing and addressed to the Underwriter, of Kelly, Hart & Hallman, Fort Worth, Texas ("Underwriter's Counsel"), in substantially the form of Exhibit B hereto. (7) A certificate, dated the date of the Closing, signed by the City Manager and the Director of Finance, to the effect that (i) the representations and warranties of the Issuer contained herein are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (ii) except to the extent disclosed in the Official Statement, no litigation is pending or, to the knowledge of such persons, threatened in any court to restrain or enjoin the issuance or delivery of the Bonds or the levy, collection or application of the ad valorem taxes pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity of the Bonds, the Bond Ordinance, the Escrow Agreement or the Purchase Agreement, or contesting the powers of the Issuer or contesting the authorization of the Bonds or the Bond Ordinance, or contesting in any way the accuracy, completeness or fairness of the Official Statement (but in lieu of or in conjunction with such certificate, the Underwriter may, in its sole discretion, accept certificates or opinions of the City Attorney of the Issuer that, in his or her opinion, the issues raised in any such pending or threatened litigation are without substance or that the contentions of all plaintiffs therein are without merit); (iii) no event affecting the Issuer has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iv) the descriptions and statements of or pertaining to the Issuer contained in the Official Statement, on the date of sale of the Bonds and on the date of the delivery of the Bonds, were and are true and correct in all material respects; (v) insofar as the Issuer and its affairs, including its financial affairs, are concerned, such Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vi) insofar as the descriptions and statements, including financial data, of or pertaining to entities, other than the Issuer, and their activities contained in the Official Statement are concerned, such statements and data have been obtained from sources which the Issuer believes to be reliable and the Issuer has no reason to believe that they are untrue in any material respect; and (vii) there has not been any material and adverse change in the affairs or financial condition of the Issuer since September 30, 2003, the latest date as to which audited financial information is available. (8) Any other certificates and opinions required by the Bond Ordinance for the issuance thereunder of the Bonds. (9) An executed copy of the Escrow Agreement together with evidence acceptable to the Underwriter of the purchase and deposit with the Escrow Agent of the Federal Securities and cash, if any, as described in the Escrow Agreement. (10) A copy of a special report prepared by Grant Thornton LLP addressed to the Issuer, Bond Counsel, the Underwriter and Underwriter's Counsel verifying (i) the -10- EXHIBIT B ___,___,___~_,..___~,____~<~~__H~""_""___"_'_' arithmetic computations of the adequacy of the maturing principal and interest on the Federal Securities and uninvested cash on hand under the Escrow Agreement to pay, when due, the principal of and interest on the Refunded Bonds and (ii) the computation of the yield with respect to the Federal Securities and the Bonds. (11) A certificate, dated the date of the Closing, of an appropriate official of the Issuer to the effect that, on the basis of the facts, estimates and circumstances in effect on the date of the delivery of the Bonds, it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of Section 148 of the Code. (12) Evidence in a form acceptable to the Underwriter that Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"), (i) pursuant to a municipal bond insurance policy issued by (" ") have assigned ratings of "Aaa" and "AAA," respectively, to the Bonds and (ii) have assigned unenhanced ratings of"Aa3" and "AA-," respectively, to the Bonds. (13) The Policy issued by unconditionally and irrevocably guaranteeing the payment of the principal of and interest on the Bonds, together with an opinion of counsel to as to the validity and enforceability of the Policy in a form acceptable to the Underwriter. (14) Such additional legal opmIOns, certificates, instruments and other documents as the Underwriter or Underwriter's Counsel may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the Issuer's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Issuer on or prior to the date of the Closing of all the respective agreements then to be performed and conditions then to be satisfied by the Issuer. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter. If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the Issuer shall be under any further obligation hereunder, except that (i) the check referred to in Paragraph 1 hereof shall be immediately returned to the Representative by the Issuer and (ii) the respective obligations of the Issuer and the Underwriter set forth in Paragraphs 9 and 11 hereof shall continue in full force and effect. 8. Termination. The Underwriter shall have the right to cancel its obligation to purchase the Bonds if, between the date of this Agreement and the Closing, the market price or -11- EXHIBIT B marketability of the Bonds shall be materially adversely affected, in the judgment of the Underwriter, reasonably exercised, by the occurrence of any of the following: (a) legislation shall be enacted by or introduced in the Congress of the United States or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or the State legislature or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or of the State or the United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed, the effect of any or all of which would be to impose, directly or indirectly, federal income taxation upon interest received on obligations of the general character of the Bonds or upon income of the general character to be derived by the Issuer, other than as imposed on the Bonds and income therefrom under the federal tax laws in effect on the date hereof, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of changing the federal income tax consequences of any of the transactions contemplated herein; (b) legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the 1933 Act, or that the Bond Ordinance is not exempt from qualification under or other requirements of the Trust Indenture Act, or that the issuance, offering, or sale of obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities law as amended and then in effect; (c) any state blue sky or securities commission or other governmental agency or body of a jurisdiction within which twenty-five percent (25%) or more of the Bonds have been marketed shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (d) a general suspension of trading in securities on the New York Stock Exchange or the American Stock Exchange, the establishment of minimum prices on either such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, or a general banking moratorium declared by federal, State of New York, or State of Texas officials authorized to do so; (e) any amendment to the federal or state Constitution or action by any federal or state court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the Issuer, its property, income securities (or interest thereon), or the validity or -12- EXHIBIT B _.*".___.__.__~~_~_.~__,._~~_~~._~_v__.__.~'____._'___-~ enforceability of the collection, assessments or levy of taxes to pay principal of and interest on the Bonds; (f) any event or fact shall exist or have existed, or any information shall have become known, which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (g) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the Issuer, except for changes which the Official Statement discloses are expected to occur; (h) the United States shall have become engaged in hostilities (including, without limitation, an act of terrorism) which have resulted in a declaration of war or a national emergency or there shall have occurred any other outbreak or escalation of hostilities (including without limitation, an act of terrorism) that existed prior to the date hereof or a national or international calamity or crisis, financial or otherwise, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Underwriter, would materially adversely affect the market for, or the market price of, the Bonds; (i) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate the direction of a possible change, in the rating accorded any of the Issuer's obligations (including the ratings to be accorded the Bonds) by any "nationally recognized statistical rating organization," as such term is defined for purposes of 436(g)(2) under the 1933 Act; and (j) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission and such prohibition is not the result of the Underwriter's act or failure to act. 9. Expenses. (a) The Underwriter shall be under no obligation to pay, and the Issuer shall pay, any expenses incident to the performance of the Issuer's obligations hereunder, including, but not limited to (i) the cost of preparation, printing and delivery of the Preliminary Official Statement and the Official Statement; (ii) the cost of preparation and printing of the Bonds; (iii) the fees and disbursements of Fulbright & Jaworski L.L.P. for their services as Bond Counsel to the Issuer; (iv) the fees and disbursements of First Southwest Company for its services as Financial Advisor to the Issuer; (v) the fees and disbursements of any other engineers, accountants, and other experts, consultants or advisers retained by the Issuer; and (vi) the fees, if any, for bond ratings. (b) The Underwriter shall pay (i) the cost of preparation and printing of this Purchase Agreement; (ii) all advertising expenses in connection with the offering of the Bonds; and (iii) all other expenses incurred by them or any of them in connection with the offering of the Bonds, including the fees and disbursements of Underwriter's Counsel. -13- EXHIBIT B 10. Notices. Any notice or other communication to be given to the Issuer under this Purchase Agreement may be given by delivering the same in writing at City of North Richland Hills, Texas, P.O. Box 820609, North Richland Hills, Texas 76182-0609, Attention: City Manager, and any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Southwest Securities, Inc., 1201 Elm Street, Suite 3500, Dallas, Texas 75270, Attention: Jim Brooks. 11. Parties in Interest. This Purchase Agreement as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the Issuer and the Underwriter (including successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. This Purchase Agreement may not be assigned by the Issuer. All of the Issuer's representations, warranties and agreements contained in this Purchase Agreement shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds pursuant to this Purchase Agreement; and (iii) any termination of this Purchase Agreement. 12. Effectiveness. This Purchase Agreement shall become effective upon the acceptance hereofby the Issuer and shall be valid and enforceable at the time of such acceptance. 13. CHOICE OF LAW. THIS PURCHASE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS. 14. Severability. If any provision of this Purchase Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Purchase Agreement invalid, inoperative or unenforceable to any extent whatever. 15. Business Day. For purposes of this Purchase Agreement, "business day" means any day on which the New York Stock Exchange is open for trading. 16. Paragraph Headings. Paragraph headings have been inserted in this Purchase Agreement as a matter of convenience of reference only, and it is agreed that such paragraph headings are not a part of this Purchase Agreement and will not be used in the interpretation of any provisions of this Purchase Agreement. 17. Counterparts. This Purchase Agreement may be executed in several counterparts each of which shall be regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document) and all of which shall constitute one and the same document. 18. No Personal Liability. None of the members of the City Council, nor any officer, agent, or employee of the City, shall be charged personally by the Underwriter with any -14- EXHIBIT B liability, or be held liable to the Underwriter under any tenn or provision of this Purchase Agreement, or because of execution or attempted execution, or because of any breach or attempted or alleged breach, of this Purchase Agreement. [Execution Page Follows] -15- EXHIBIT B Very truly yours, SOUTHWEST SECURITIES, INC. ESTRADA HINOJOSA & COMPANY, INC. By: Southwest Securities, Inc. By Jim Brooks Accepted and agreed to as of the date set forth above. CITY OF NORTH RICHLAND HILLS, TEXAS By: Mayor Signature Page to Purchase Agreement SCHEDULE I $ General Obligation Refunding and Improvement Bonds, Series 2004 Maturity (8/15) 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Amount $ 560,000 630,000 705,000 1,065,000 720,000 620,000 895,000 895,000 915,000 970,000 970,000 610,000 525,000 245,000 245,000 245,000 245,000 245,000 245,000 245,000 Interest Rate % Yield % (Interest accrues from April 15, 2004) Optional Redemption. The Bonds maturing on and after February 15, 2015, are subject to optional redemption, in whole or in part, on February 15, 2014, or any date thereafter, at a redemption price of par plus accrued interest to the date of redemption as further described herein. [Attach fonn of Official Statement completed as provided in Section 2 hereof] A-I Exhibit A Exhibit B June 1,2004 Southwest Securities, Inc. Estrada Hinojosa & Company, Inc. c/o Southwest Securities, Inc. 1201 Elm Street, Suite 3500 Dallas, Texas 75270 Re: City of North Richland Hills, Texas, General Obligation Refunding and Improvement Bonds, Series 2004 Ladies and Gentlemen: We have acted as counsel to you as Underwriter of $ aggregate principal amount of the captioned bonds (the "Bonds") issued by the City of North Richland Hills, Texas (the "Issuer"), pursuant to an ordinance adopted by the City Council of the Issuer on April 12, 2004 (the "Bond Ordinance"). The Underwriter is purchasing the Bonds pursuant to the Purchase Agreement (the "Purchase Agreement") with respect thereto, dated April 12, 2004. Unless otherwise expressly provided herein, capitalized tenns used in this opinion shall have the meanings ascribed to them in the Purchase Agreement. As your counsel, we have examined executed copies of the Bond Ordinance, the Purchase Agreement and the Official Statement and the certificates and opinions referred to in Paragraph 7(j) of the Purchase Agreement. In addition, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of such records of the Issuer, agreements and other instruments, certificates of public officials and representatives of the Issuer, and such other documents as we have deemed necessary or advisable as a basis for the opinions hereinafter expressed. Based on the foregoing and in reliance on the matters described below, we are of the opinion that the offer and sale of the Bonds by you do not require the registration of any security under the Securities Act of 1933, as amended and now in effect, and no instrument need be qualified under the Trust Indenture Act of 1939, as amended and now in effect, in connection therewith. Because the primary purpose of our professional engagement was not to establish factual matters and because of the wholly or partially non-legal character of many detenninations involved in the preparation of the Official Statement, we are not passing upon and do not assume any responsibility for the accuracy, completeness, or fairness of the statements contained in the Official Statement, and make no representation that we have independently verified the accuracy, completeness or fairness of any such statements. At your request, we have participated as your counsel in conferences with representatives of the Issuer, the bond counsel to the Issuer, the financial advisor to the Issuer and your representatives, at which conferences the contents of the Official Statement and related matters were discussed. Based on our participation in the above- B-1 mentioned conferences and in reliance thereon and on the certificates, opmlOns and other documents herein mentioned, we advise you that no facts have come to our attention that lead us to believe that the Official Statement (except as to any statistical or financial data included in the Official Statement, forecasts, numbers, charts, estimates, assumptions or expressions of opinion, the Appendices or any infonnation about the book-entry system or DTC, as to which we are not called upon to express any opinion or belief) contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The opinions expressed herein are expressed only insofar as the laws of the State of Texas and the United States of America may be applicable. This opinion may be relied upon only by the addressees hereof and may not be used or relied upon by any other person for any purpose whatsoever without, in each instance, our prior written consent. Very truly yours, B-2 SPECIAL ESCROW AGREEMENT THE STATE OF TEXAS COUNTY OF TARRANT § § § THIS SPECIAL ESCROW AGREEMENT (the "Agreement"), made and entered into as of April 12, 2004, by and between the City of North Richland Hills, Texas, a duly incorporated municipal corporation in Tarrant County, Texas (the "City") acting by and through the Mayor and City Secretary, and JPMorgan Chase Bank, Dallas, Texas, a banking association organized and existing under the laws of the State of New York and authorized to do business in the State of Texas, or its successors or assigns hereunder (the "Bank"), WITNESSETH: WHEREAS, the City Council of the City of North Richland Hills, Texas (the "City") has heretofore issued, sold, and delivered, and there is currently outstanding, obligations totaling in principal amount $7,605,000 (collectively, the "Refunded Obligations") more particularly described as follows: (1) City of North Richland Hills, Texas, General Obligation Bonds, Series 1993, dated May 1, 1993, maturing on February 15 in each of the years 2010 through 2013, and aggregating in principal amount $1,130,000 (the "Series 1993 Refunded Bonds"); (2) City of North Richland Hills, Texas, General Obligation Bonds, Series 1995, dated April 1, 1995, maturing on February 15 in each of the years 2014 and 2015, and aggregating in principal amount $720,000 (the "Series 1995 Refunded Bonds"); (3) City of North Richland Hills, Texas, General Obligation Bonds, Series 1996, dated May 1, 1996, maturing on February 15 in each of the years 2008 and 2009, and aggregating in principal amount $720,000 (the "Series 1996 Refunded Bonds"); (4) City of North Richland Hills, Texas, Tax and Drainage Utility System Surplus Revenue Certificates of Obligation, Series 1996", dated May 1, 1996, maturing on February 15 in each of the years 2007 through 2016, and aggregating in principal amount $755,000 (the "Series 1996 Refunded Certificates"); (5) City of North Richland Hills, Texas, General Obligation Bonds, Series 1997, dated April 15, 1997, maturing on February 15 in each of the years 2011, 2012 and 2017, and aggregating in principal amount $1,435,000 (the "Series 1997 Refunded Bonds"); (6) City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1997, dated April 15, 1997, maturing on February 15 in each of the years 2011 through 2017, and aggregating in principal amount $510,000 (the "Series 1997 Refunded Certificates"); and 45441547.1 EXHIBIT C (7) City of North Richland Hills, Texas, Waterworks and Sewer System Revenue Refunding Bonds, Series 1996, dated December 1, 1996, maturing on September 1 in each of the years 2004 through 2008, and aggregating in principal amount $2,335,000 (the "Series 1996 Revenue Refunded Bonds"); AND WHEREAS, in accordance with the provisions of V.T.C.A., Government Code, Chapter 1207, as amended (the "Act"), the City is authorized to sell refunding bonds in an amount sufficient to provide for the payment of obligations to be refunded, deposit the proceeds of such refunding bonds with any place of payment for the obligations being refunded, or other authorized depository, and enter into an escrow or similar agreement with such depository for the safekeeping, investment, reinvestment, administration and disposition of such deposit, upon such terms and conditions as the parties may agree, provided such deposits may be invested only in (i) direct noncallable obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations unconditionally guaranteed or insured by the agency or instrumentality and on the date of their acquisition or purchase by the City are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and on the date of their acquisition or purchase by the City, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent that mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of the Refunded Obligations; and WHEREAS, in accordance with the provisions of the ordinance authorizing the Refunded Obligations, the deposits to refund and defease such Refunded Obligations shall be invested only in direct obligations of the United States of America, including obligations the principal of and interest on are unconditionally guaranteed by the United States of America (the "Escrowed Securities"); and WHEREAS, the Refunded Obligations are scheduled to mature, or be redeemed, and interest thereon is payable on the dates and in the manner set forth in Exhibit A attached hereto and incorporated herein by reference as a part of this Agreement for all purposes; and WHEREAS, the City on the 12th day of April, 2004, pursuant to an ordinance (the "Bond Ordinance") finally passed and adopted by the City Council, authorized the issuance of bonds known as "City of North Richland Hills, Texas, General Obligation Refunding and Improvement Bonds, Series 2004" (the "Bonds"), and such Bonds are being issued to refund, discharge and make final payment of the principal of and interest on the Refunded Obligations; and WHEREAS, upon the delivery of the Bonds, a portion of the proceeds of sale, together with other available funds of the City, are to be deposited with the Bank and used in part to purchase the Escrowed Securities listed and identified in Exhibit B attached hereto and incorporated by reference as a part of this Agreement for all purposes; and WHEREAS, the Escrowed Securities shall be held and deposited to the credit of the "Escrow Fund" to be established and maintained by the Bank in accordance with this Agreement; and WHEREAS, the Escrowed Securities, together with the beginning cash balance in the Escrow Fund, shall mature and the interest thereon shall be payable at such times to insure the -,' 45441547.1 2 EXHIBIT C _.,_._-~..._--->.~'--"'~~------"~---- existence of monies sufficient to pay the principal amount of the Refunded Obligations and the accrued interest thereon, as the same shall become due in accordance with the terms of the ordinances authorizing the issuance of the Refunded Obligations and as set forth in Exhibit A attached hereto; and WHEREAS, the City has completed all arrangements for the purchase of the Escrowed Securities listed in Exhibit B and the deposit and credit of the same to the Escrow Fund as provided herein; and WHEREAS, the Bank is a banking association organized and existing under the laws of the State of New York, possessing trust powers and is fully qualified and empowered to enter into this Agreement and authorized to do business in the State of Texas; and WHEREAS, in Section 16 of the Bond Ordinance, the City Council duly approved and authorized the execution of this Agreement; and WHEREAS, the City and the Escrow Agent, as the case may be, shall take all action necessary to call, pay, redeem and retire said Refunded Obligations in accordance with the provisions thereof, including, without limitation, all actions required by the ordinances authorizing the Refunded Obligations, the Act, the Bond Ordinance and this Agreement; NOW, THEREFORE, in consideration of the mutual agreements herein contained, and to secure the payment of the principal of and the interest on the Refunded Obligations as the same shall become due, the City and the Bank hereby mutually undertake, promise and agree as follows: SECTION 1: Receipt of Refunded Bond Ordinances. Receipt of copies of the ordinances authorizing the issuance of the Refunded Obligations and the Bond Ordinance are hereby acknowledged by the Bank. Reference herein to or citation herein of any provision of said documents shall be deemed an incorporation of such provision as a part hereof in the same manner and with the same effect as if it were fully set forth herein. SECTION 2: Escrow Fund Creation/Funding. There is hereby created by the City with the Bank a special segregated and irrevocable trust fund designated "SPECIAL 2004 CITY OF NORTH RICH LAND HILLS, TEXAS, REFUNDING BOND ESCROW FUND" (hereinafter called the "Escrow Fund") for the benefit of the holders of the Refunded Obligations, and, immediately following the delivery of the Bonds, the City agrees and covenants to cause to be deposited with the Bank the following amounts: $ For the purchase of Escrowed Securities identified in Exhibit B to be held for the account of the Escrow Fund $ For deposit in the Escrow Fund as a beginning cash balance. The Bank hereby accepts the Escrow Fund and further agrees to receive said moneys, apply the same as set forth herein, and to hold the cash and Escrowed Securities deposited and credited to the Escrow Fund for application and disbursement for the purposes and in the manner provided in this Agreement. SECTION 3: Escrow Fund Sufficiencv Warranty. The City hereby represents that the cash and Escrowed Securities, together with the interest to be earned thereon, deposited to the credit of the Escrow Fund will be sufficient to pay the principal of and premium and interest on 45441547.1 3 EXHIBIT C the Refunded Obligations as the same shall become due and payable, and such Refunded Obligations, and the interest thereon, are to mature or be redeemed and shall be paid at the times and in the amounts set forth and identified in Exhibit A attached hereto. FURTHERMORE, the Bank acknowledges receipt of a copy of the Bond Ordinance which also provides for the redemption of the (a) Series 1993 Refunded Bonds on June 3,2004 at the redemption price of par plus accrued interest thereon, (b) Series 1995 Refunded Bonds on February 15, 2005 at the redemption price of par plus accrued interest thereon, (c) Series 1996 Refunded Bonds and the Series 1996 Refunded Certificates on February 15, 2006 at the price of par plus accrued interest thereon, (d) Series 1997 Refunded Bonds and the Series 1997 Refunded Certificates on February 15, 2007 at the redemption price of par plus accrued interest and (e) Series 1996 Revenue Refunded Bonds on September 1, 2004 at the redemption price of par plus accrued interest thereon; all in accordance with the provisions of the notice requirements applicable to said Refunded Obligations and the notice requirements contained in the respective ordinances authorizing such Refunded Obligations. The Bank agrees to cause a notice of redemption pertaining to the Refunded Obligations to be sent to the registered owners thereof appearing on the registration books at least thirty (30) days prior to the respective redemption dates therefor. SECTION 4: Pledqe of Escrow. The Bank agrees that all cash and Escrowed Securities, together with any income or interest earned thereon, held in the Escrow Fund shall be and is hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations which will mature and become due on and after the date of this Agreement, and such funds initially deposited and to be received from maturing principal and interest on the Escrowed Securities in the Escrow Fund shall be applied solely in accordance with the provisions of this Agreement. SECTION 5: Escrow Insufficiencv - City Warranty to Cure. If, for any reason, the funds on hand in the Escrow Fund shall be insufficient to make the payments set forth in Exhibit A attached hereto, as the same becomes due and payable, the City shall make timely deposits to the Escrow Fund, from lawfully available funds, of additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be immediately given by the Bank to the City by the fastest means possible, but the Bank shall in no manner be responsible for the City's failure to make such deposits. SECTION 6: Escrow Fund Securities/Segreqation. The Bank shall hold said Escrowed Securities and moneys in the Escrow Fund at all times as a special and separate trust fund for the benefit of the holders of the Refunded Obligations, wholly segregated from other moneys and securities on deposit with the Bank; shall never commingle said Escrowed Securities and moneys with other moneys or securities of the Bank; and shall hold and dispose of the assets therein only as set forth herein. Nothing herein contained shall be construed as requiring the Bank to keep the identical moneys, or any part thereof, in said Escrow Fund, if it is impractical, but moneys of an equal amount, except to the extent such are represented by the Escrowed Securities, shall always be maintained on deposit in the Escrow Fund by the Bank, as escrow agent; and a special account evidencing such facts shall at all times be maintained on the books of the Bank. SECTION 7: Escrow Fund Collections/Payments. The Bank shall from time to time collect and receive the principal of and interest on the Escrowed Securities as they respectively mature and become due and credit the same to the Escrow Fund. On or before each principal and/or interest payment date or redemption date, as the case may be, for the Refunded 45441547.1 4 EXHIBIT C Obligations shown in Exhibit A attached hereto, the Bank, without further direction from anyone, including the City, shall cause to be withdrawn from the Escrow Fund the amount required to pay the accrued interest on the Refunded Obligations due and payable on said payment date and the principal of the Refunded Obligations due and payable on said payment date or redemption date, as the case may be, and the amount withdrawn from the Escrow Fund shall be immediately transmitted and deposited with the paying agent for the Refunded Obligations to be paid with such amount. The paying agent for the Refunded Obligations is the Bank. If any Refunded Obligation thereon shall not be presented for payment when the principal thereof or interest thereon shall have become due, and if cash shall at such times be held by the Bank in trust for that purpose sufficient and available to pay the principal of such Refunded Obligation and interest thereon it shall be the duty of the Bank to hold said cash without liability to the holder of such Refunded Obligation for interest thereon after such maturity or redemption date, in trust for the benefit of the holder of such Refunded Obligation, who shall thereafter be restricted exclusively to said cash for any claim of whatever nature on his part on or with respect to said Refunded Obligation, including for any claim for the payment thereof and interest thereon. All cash required by the provisions hereof to be set aside or held in trust for the payment of the Refunded Obligations, including interest thereon, shall be applied to and used solely for the payment of the Refunded Obligations and interest thereon with respect to which such cash has been so set aside in trust. Subject to the provisions of the last sentence of Section 25 hereof, cash held by the Bank in trust for the payment and discharge of any of the Refunded Obligations and interest thereon which remains unclaimed for a period of three (3) years after the stated maturity date or redemption date of such Refunded Obligations shall be returned to the City. Notwithstanding the above and foregoing, any remittance of funds from the Bank to the City shall be subject to any applicable unclaimed property laws of the State of Texas. SECTION 8: Disposal of Refunded Obliaations. All Refunded Obligations cancelled on account of payment by the Bank shall be disposed of or otherwise destroyed by the Bank, and an appropriate certificate of destruction furnished the City. SECTION 9: Escrow Fund Encumbrance. The escrow created hereby shall be irrevocable and the holders of the Refunded Obligations shall have an express lien on all moneys and Escrowed Securities in the Escrow Fund until paid out, used and applied in accordance with this Agreement. Unless disbursed in payment of the Refunded Obligations, all funds and the Escrowed Securities received by the Bank for the account of the City hereunder shall be and remain the property of the Escrow Fund and the City and the owners of the Refunded Obligations shall be entitled to a preferred claim and shall have a first lien upon such funds and Escrowed Securities enjoyed by a trust beneficiary. The funds and Escrowed Securities received by the Bank under this Agreement shall not be considered as a banking deposit by the City and the Bank and the City shall have no right or title with respect thereto, except as otherwise provided herein. Such funds and Escrowed Securities shall not be subject to checks or drafts drawn by the City. SECTION 10: Absence of Bank Claim/Lien on Escrow Fund. The Bank shall have no lien whatsoever upon any of the moneys or Escrowed Securities in the Escrow Fund for payment of services rendered hereunder, services rendered as paying agent/registrar for the Refunded Obligations, or for any costs or expenses incurred hereunder and reimbursable from the City. 45441547.1 5 EXHIBIT C SECTION 11: Substitution of Investments/Reinvestments. The Bank shall be authorized to accept initially and temporarily cash and/or substituted Escrowed Securities pending the delivery of the Escrowed Securities identified in the Exhibit B attached hereto, or shall be authorized to redeem the Escrowed Securities and reinvest the proceeds thereof, together with other moneys held in the Escrow Fund in noncallable direct obligations of the United States of America provided such early redemption and reinvestment of proceeds does not change the repayment schedule of the Refunded Obligations appearing in Exhibit A and the Bank receives the following: (1) an opinion by an independent certified public accountant to the effect that (i) the initial and/or temporary substitution of cash and/or securities for one or more of the Escrowed Securities identified in Exhibit B pending the receipt and delivery thereof to the Escrow Agent or (ii) the redemption of one or more of the Escrowed Securities and the reinvestment of such funds in one or more substituted securities (which shall be noncallable direct obligations of the United States of America), together with the interest thereon and other available moneys then held in the Escrow Fund, will, in either case, be sufficient, without reinvestment, to pay, as the same become due in accordance with Exhibit A, the principal of, and interest on, the Refunded Obligations which have not previously been paid, and (2) with respect to an early redemption of Escrowed Securities and the reinvestment of the proceeds thereof, an unqualified opinion of nationally recognized municipal bond counsel to the effect that (a) such investment will not cause interest on the Bonds or Refunded Obligations to be included in the gross income for federal income tax purposes, under the Code and related regulations as in effect on the date of such investment, or otherwise make the interest on the Bonds or the Refunded Obligations subject to Federal income taxation and (b) such reinvestment complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Obligations and the Bonds. SECTION 12: Restriction on Escrow Fund Investments - Reinvestment. Except as provided in Section 11 hereof, moneys in the Escrow Fund will be invested only in the Escrowed Securities listed in Exhibit B and neither the City nor the Bank shall reinvest any moneys deposited in the Escrow Fund except as specifically provided by this Agreement. SECTION 13: Excess Funds. If at any time through redemption or cancellation of the Refunded Obligations there exists or will exist excesses of interest on or maturing principal of the Escrowed Securities in excess of the amounts necessary hereunder for the Refunded Obligations, the Bank may transfer such excess amounts to or on the order of the City, provided that the City delivers to the Bank the following: (1) an opinion by an independent certified public accountant that after the transfer of such excess, the principal amount of securities in the Escrow Fund, together with the interest thereon, and other available monies then held in the Escrow Fund, will be sufficient to pay, as the same become due and without reinvestment, in accordance with Exhibit A, the principal of, and interest on, the Refunded Obligations which have not previously been paid, and (2) an unqualified opinion of nationally recognized municipal bond counsel to the effect that (a) such transfer will not cause interest on the Bonds or 45441547.1 6 EXHIBIT C the Refunded Obligations to be included in gross income for federal income tax purposes, under the Code and related regulations as in effect on the date of such transfer, or otherwise make the interest on the Bonds or the Refunded Obligations subject to Federal income taxation, and (b) such transfer complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Obligations or the Bonds. SECTION 14: Collateralization. The Bank shall continuously secure the monies in the Escrow Fund not invested in Escrowed Securities by a pledge of direct obligations of the United States of America, in the par or face amount at least equal to the principal amount of said uninvested monies to the extent such money is not insured by the Federal Deposit Insurance Corporation. SECTION 15: Absence of Bank's Liabilitv for Investments. The Bank shall not be liable or responsible for any loss resulting from any investment made in the Escrowed Securities or substitute securities as provided in Section 11 hereof. SECTION 16: Bank's Compensation - Escrow Administration/Settlement of Paving Aaent's Charaes. The City agrees to pay the Bank for the performance of services hereunder and as reimbursement for anticipated expenses to be incurred hereunder the amount of $ and, except for reimbursement of costs and expenses incurred by the Bank pursuant to Sections 3, 11 and 19 hereof, the Bank hereby agrees said amount is full and complete payment for the administration of this Agreement. The City also agrees to deposit with the Bank on the effective date of this Agreement, the sum of $ ,which represents the total charge due the Bank as paying agent for the Refunded Obligations and the Bank acknowledges and agrees that above amount is and represents the total amount of compensation due the Bank for services rendered as paying agent for the Refunded Obligations. The Bank hereby agrees to pay, assume and be fully responsible for any additional charges that it may incur in the performance of its duties and responsibilities as paying agent for the Refunded Obligations. SECTION 17: Escrow Agent's Duties / Responsibilities/Liabilitv. The Bank shall not be responsible for any recital herein, except with respect to its organization and its powers and authority. As to the existence or nonexistence of any fact relating to the City or as to the sufficiency or validity of any instrument, paper or proceedings relating to the City, the Bank shall be entitled to rely upon a certificate signed on behalf of the City by its City Secretary or Mayor and/or City Secretary of the City as sufficient evidence of the facts therein contained. The Bank may accept a certificate of the City Secretary under the City's seal, to the effect that a resolution or other instrument in the form therein set forth has been adopted by the City Council of the City, as conclusive evidence that such resolution or other instrument has been duly adopted and is in full force and effect. The duties and obligations of the Bank shall be determined solely by the express provisions of this Agreement and the Bank shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Bank. In the absence of bad faith on the part of the Bank, the Bank may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Bank, conforming to the requirements of this Agreement; but notwithstanding any provision of this Agreement to the contrary, in the case of any such 45441547.1 7 EXHIBIT C _~____._,___,___"_____"L-__.._.______________"____._____--------.---------.- .---~-,. certificate or opinion or any evidence which by any provision hereof is specifically required to be furnished to the Bank, the Bank shall be under a duty to examine the same to determine whether it conforms to the requirements of this Agreement. The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Bank unless it shall be proved that the Bank was negligent in ascertaining or acting upon the pertinent facts. The Bank shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in aggregate principal amount of all said Refunded Obligations at the time outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Bank not in conflict with the intent and purpose of this Agreement. For the purposes of determining whether the holders of the required principal amount of said Refunded Obligations have concurred in any such direction, Refunded Obligations owned by any obligor upon the Refunded Obligations, or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with such obligor, shall be disregarded, except that for the purposes of determining whether the Bank shall be protected in relying on any such direction only Refunded Obligations which the Bank knows are so owned shall be so disregarded. The term "Responsible Officers" of the Bank, as used in this Agreement, shall mean and include the Chairman of the Board of Directors, the President, any Vice President and any Second Vice President, the Secretary and any Assistant Secretary, the Treasurer and any Assistant Treasurer, and every other officer and assistant officer of the Bank customarily performing functions similar to those performed by the persons who at the time shall be officers, respectively, or to whom any corporate trust matter is referred, because of his knowledge of and familiarity with a particular subject; and the term "Responsible Officer" of the Bank, as used in this Agreement, shall mean and include any of said officers or persons. SECTION 18: Limitation Re: Bank's Duties/Responsibilities/Liabilities to Third Parties. The Bank shall not be responsible or liable to any person in any manner whatever for the sufficiency, correctness, genuineness, effectiveness, or validity of this Agreement with respect to the City, or for the identity or authority of any person making or executing this Agreement for and on behalf of the City. The Bank is authorized by the City to rely upon the representations of the City with respect to this Agreement and the deposits made pursuant hereto and as to the City's right and power to execute and deliver this Agreement, and the Bank shall not be liable in any manner as a result of such reliance. The duty of the Bank hereunder shall only be to the City and the holders of the Refunded Obligations. Neither the City nor the Bank shall assign or attempt to assign or transfer any interest hereunder or any portion of any such interest. Any such assignment or attempted assignment shall be in direct conflict with this Agreement and be without effect. SECTION 19: Interpleader. In the event conflicting demands or notices are made upon the Bank growing out of or relating to this Agreement or the Bank in good faith is in doubt as to what action should be taken hereunder, the Bank shall have the right at its election to: (1) Withhold and stop all further proceedings in, and performance of, this Agreement with respect to the issue in question and of all instructions received hereunder in regard to such issue; and 45441547.1 8 EXHIBIT C (2) File a suit in interpleader and obtain an order from a court of appropriate jurisdiction requiring all persons involved to interplead and litigate in such court their several claims and rights among themselves. In the event the Bank becomes involved in litigation in connection with this Section, the City, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all loss, cost, damages, expenses and attorney fees suffered or incurred by the Bank as a result thereof. The obligations of the Bank under this Agreement shall be performable at the corporate office of the Bank in the City of Dallas, Texas. The Bank may advise with legal counsel in the event of any dispute or question regarding the construction of any of the provisions hereof or its duties hereunder, and in the absence of negligence or bad faith on the part of the Bank, no liability shall be incurred by the Bank for any action taken pursuant to this Section and the Bank shall be fully protected in acting in accordance with the opinion and instructions of legal counsel that is knowledgeable and has expertise in the field of law addressed in any such legal opinion or with respect to the instructions given. SECTION 20: Accountina - Annual Report. Promptly after September 30th of each year, commencing with the year 2004, while the Escrow Fund is maintained under this Agreement, the Bank shall forward to the City, to the attention of the Director of Finance, or other designated official of the City, a statement in detail of the Escrowed Securities and monies held, and the current income and maturities thereof, and the withdrawals of money from the Escrow Fund for the preceding 12 month period ending September 30th of each year. SECTION 21: Notices. Any notice, authorization, request or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed as follows: CITY OF NORTH RICHLAND HILLS, TEXAS P. O. Box 820609 North Richland Hills, Texas 76182-0609 Attention: Director of Finance JPMORGAN CHASE BANK 2001 Bryan Street, 8th Floor Dallas, Texas 75201 Attention: Issuer Administrative Services The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof. SECTION 22: Performance Date. Whenever under the terms of this Agreement the performance date of any provision hereof, including the date of maturity of interest on or principal of the Refunded Obligations, shall be a Sunday or a legal holiday or a day on which the 45441547.1 9 EXHIBIT C _____~------_I..--.._.._.,...._---~--~_.._.__._..----~-~-,.- -----~--..-.---.--- Bank is authorized by law to close, then the performance thereof, including the payment of principal of and interest on the Refunded Obligations, need not be made on such date but may be performed or paid, as the case may be, on the next succeeding business day of the Bank with the same force and effect as if made on the date of performance or payment and with respect to a payment, no interest shall accrue for the period after such date. SECTION 23: Warrantv of Parties Re: Power to Execute and Deliver Escrow Aareement. The City covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Agreement, in any and every said Refunded Obligation as executed, authenticated and delivered and in all proceedings pertaining thereto as said Refunded Obligations shall have been modified as provided in this Agreement. The City covenants that it is duly authorized under the Constitution and laws of the State of Texas to execute and deliver this Agreement, that all actions on its part for the payment of said Refunded Obligations as provided herein and the execution and delivery of this Agreement have been duly and effectively taken and that said Refunded Obligations and coupons in the hands of the holders and owners thereof are and will be valid and enforceable obligations of the City according to the import thereof as provided in this Agreement. SECTION 24: Severabilitv. If anyone or more of the covenants or agreements provided in this Agreement on the part of the parties to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. In the event any covenant or agreement contained in this Agreement is declared to be severable from the other provisions of this Agreement, written notice of such event shall immediately be given to each national rating service (Moody's Investors Service, Standard & Poor's Corporation or Fitch Investors Service) which has rated the Refunded Obligations on the basis of this Agreement. SECTION 25: Termination. This Agreement shall terminate when the Refunded Obligations, including interest due thereon, have been paid and discharged in accordance with the provisions of this Agreement. If any Refunded Obligations are not presented for payment when due and payable, the nonpayment thereof shall not prevent the termination of this Agreement. Funds for the payment of any non presented Refunded Obligations and accrued interest thereon shall upon termination of this Agreement be held by the Bank for such purpose in accordance with Section 7 hereof. Any moneys or Escrowed Securities held in the Escrow Fund at termination and not needed for the payment of the principal of or interest on any of the Refunded Obligations shall be paid or transferred to the City. SECTION 26: Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Bank by this Agreement. SECTION 27: Successors/Assians. (a) Should the Bank not be able to legally serve or perform the duties and obligations under this Agreement, or should the Bank be declared to be insolvent or closed for any reason by federal or state regulatory authorities or a court of competent jurisdiction, the City, upon being notified or discovering the Bank's inability or disqualification to serve hereunder, shall forthwith appoint a successor to replace the Bank, and upon being notified of such appointment, the Bank shall (i) transfer all funds and securities held hereunder, together with all books, records and accounts relating to the Escrow Fund and the Refunded Obligations, to such successor and (ii) assign all rights, duties and obligations under this Agreement to such successor. If the City should fail to appoint such a successor within ninety (90) days from the date the City discovers, or is notified of, the event or circumstance causing the Bank's inability or disqualification to serve hereunder, the Bank, or a bondholder of 45441547.1 10 EXHIBIT C -~._-"-------~---------._-- the Refunded Obligations, may apply to a court of competent jurisdiction to appoint a successor or assigns of the Bank and such court, upon determining the Bank is unable to continue to serve, shall appoint a successor to serve under this Agreement and the amount of compensation, if any, to be paid to such successor for the remainder of the term of this Agreement for services to be rendered both for administering the Escrow Fund and for paying agent duties and responsibilities for the Refunded Obligations. (b) Furthermore, the Bank may resign and be discharged from performing its duties and responsibilities under this Agreement upon notifying the City in writing of its intention to resign and requesting the City to appoint a successor. No such resignation shall take effect until a successor has been appointed by the City and such successor has accepted such appointment and agreed to perform all duties and obligations hereunder for a total compensation equal to the unearned proportional amount paid the Bank under Section 16 hereof for the administration of this Agreement and the unearned proportional amount of the paying agents fees for the Refunded Obligations due the Bank. Any successor to the Bank shall be a bank, trust company or other financial institution that is duly qualified under applicable law (the Act or other appropriate statute) to serve as escrow agent hereunder and authorized and empowered to perform the duties and obligations contemplated by this Agreement and organized and doing business under the laws of the United States or the State of Texas, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $5,000,000 and be subject to the supervision or examination by Federal or State authority. Any successor or assigns to the Bank shall execute, acknowledge and deliver to the City and the Bank, or its successor or assigns, an instrument accepting such appointment hereunder, and the Bank shall execute and deliver an instrument transferring to such successor, subject to the terms of this Agreement, all the rights, powers and trusts created and established and to be performed under this Agreement. Upon the request of any such successor Bank, the City shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Bank all such rights, powers and duties. The term "Bank" as used herein shall be the Bank and its legal assigns and successor hereunder. SECTION 28: Escrow Agreement - Amendment/Modification. This Agreement shall be binding upon the City and the Bank and their respective successors and legal representatives and shall inure solely to the benefit of the holders of the Refunded Obligations, the City, the Bank and their respective successors and legal representatives. Furthermore, no alteration, amendment or modification of any provision of this Agreement shall (1) alter the firm financial arrangements made for the payment of the Refunded Obligations or (2) be effective unless (i) prior written consent of such alteration, amendment or modification shall have been obtained from the holders of all Refunded Obligations outstanding at the time of such alteration, amendment or modification and (ii) such alteration, amendment or modification is in writing and signed by the parties hereto; provided, however, the City and the Bank may, without the consent of the holders of the Refunded Obligations, amend or modify the terms and provisions of this Agreement to cure in a manner not adverse to the holders of the Refunded Obligations any ambiguity, formal defect or omission in this Agreement. If the parties hereto agree to any amendment or modification to this Agreement, prior written notice of such amendment or proposed modification, together with the legal documents amending or modifying this Agreement, shall be furnished to each national rating service (Standard & Poor's Corporation, Moody's Investors Service or Fitch Investors Service) which has rated the Refunded Obligations on the basis of this Agreement, prior to such amendment or modification being executed. 45441547.1 11 EXHIBIT C ______________________L_________________________ SECTION 29: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 30: Executed Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 31: Governina Law. This Agreement shall be governed by the laws of the State of Texas and shall be effective as of the date of the delivery of the Bonds. IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. CITY OF NORTH RICHLAND HILLS, TEXAS Mayor ATTEST: City Secretary (City Seal) JPMORGAN CHASE BANK, as Escrow Agent Title: ATTEST: Authorized Signer (Bank Seal) 45441547.1 12 EXHIBIT C EXHIBIT D NOTICE OF REDEMPTION CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION BONDS SERIES 1993 DATED MAY 1,1993 NOTICE IS HEREBY GIVEN that all bonds of the above series maturing on and after February 15, 2010 and aggregating in principal amount $1,130,000 have been called for redemption on June 3, 2004 at the redemption price of par and accrued interest to the date of redemption, such bonds being identified as follows: Year of Maturitv 2010 2011 2012 2013 Principal Amount Outstandina $ 260,000 275,000 290,000 305,000 CUSIP Number ALL SUCH BONDS shall become due and payable on June 3, 2004, and interest thereon shall cease to accrue from and after said redemption date and payment of the redemption price of said bonds shall be paid to the registered owners of the bonds only upon presentation and surrender of such bonds to JPMorgan Chase Bank, Dallas, Texas (successor paying agent/registrar to Bank One, Texas, N.A., Fort Worth, Texas) at its designated offices at the following addresses: First Class/ Registered/Certified JPMorgan Chase Bank Institutional Trust Services P. O. Box 2320 Dallas, Texas 75221-2320 Express Delivery/Courier JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 By Hand Only JPMorgan Chase Bank Room 234-North Building Institutional Trust Securities Window 55 Water Street New York, New York 10041 THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the redemption of said bonds and pursuant to an ordinance by the City Council of the City of North Richland Hills, Texas. JPMORGAN CHASE BANK Address: 2001 Bryan Street, 8th Floor Dallas, Texas 75201 45442543.1 EXHIBIT E NOTICE OF REDEMPTION CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION BONDS SERIES 1995 DATED APRIL 1,1995 NOTICE IS HEREBY GIVEN that all bonds of the above series maturing on February 15, 2014 and February 15, 2015 and aggregating in principal amount $720,000 have been called for redemption on February 15, 2005 at the redemption price of par and accrued interest to the date of redemption, such bonds being identified as follows: Year of Maturitv Principal Amount Outstanding CUSIP Number 2014 2015 $360,000 360,000 ALL SUCH BONDS shall become due and payable on February 15, 2005, and interest thereon shall cease to accrue from and after said redemption date and payment of the redemption price of said bonds shall be paid to the registered owners of the bonds only upon presentation and surrender of such bonds to JPMorgan Chase Bank, Dallas, Texas (successor paying agent/registrar to Bank One, Texas, N.A., Fort Worth, Texas) at its designated offices at the following addresses: First Class/ Registered/Certified JPMorgan Chase Bank Institutional Trust Services P. O. Box 2320 Dallas, Texas 75221-2320 Express Delivery/Courier JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 By Hand Only JPMorgan Chase Bank Room 234-North Building Institutional Trust Securities Window 55 Water Street New York, New York 10041 THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the redemption of said bonds and pursuant to an ordinance by the City Council of the City of North Richland Hills, Texas. JPMORGAN CHASE BANK Address: 2001 Bryan Street, 8th Floor Dallas, Texas 75201 45442543.1 EXHIBIT F NOTICE OF REDEMPTION CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION BONDS SERIES 1996 DATED MAY 1,1996 NOTICE IS HEREBY GIVEN that all bonds of the above series maturing on February 15, 2008 and February 15, 2009 and aggregating in principal amount $720,000 have been called for redemption on February 15, 2006 at the redemption price of par and accrued interest to the date of redemption, such bonds being identified as follows: Year of Maturitv Principal Amount Outstandina CUSIP Number 2014 2015 $360,000 360,000 ALL SUCH BONDS shall become due and payable on February 15, 2006, and interest thereon shall cease to accrue from and after said redemption date and payment of the redemption price of said bonds shall be paid to the registered owners of the bonds only upon presentation and surrender of such bonds to JPMorgan Chase Bank, Dallas, Texas (successor paying agent/registrar to Bank One, Texas, N.A., Fort Worth, Texas) at its designated offices at the following addresses: First Classl Reg istered/Certified JPMorgan Chase Bank Institutional Trust Services P. O. Box 2320 Dallas, Texas 75221-2320 Express Delivery/Courier JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 By Hand Only JPMorgan Chase Bank Room 234-North Building Institutional Trust Securities Window 55 Water Street New York, New York 10041 THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the redemption of said bonds and pursuant to an ordinance by the City Council of the City of North Richland Hills, Texas. JPMORGAN CHASE BANK Address: 2001 Bryan Street, 8th Floor Dallas, Texas 75201 45442543.1 EXHIBIT G NOTICE OF REDEMPTION CITY OF NORTH RICHLAND HILLS, TEXAS, TAX AND DRAINAGE UTILITY SYSTEM SURPLUS REVENUE CERTIFICATES OF OBLIGATION SERIES 1996 DATED MAY 1, 1996 NOTICE IS HEREBY GIVEN that the certificates of obligation of the above series maturing on February 15, 2007 through February 15, 2016, and aggregating in principal amount $755,000 have been called for redemption on February 15, 2006 at the redemption price of par and accrued interest to the date of redemption, such certificates being identified as follows: : Year of CUSIP Year of CUSIP Maturitv Principal Amount Number Maturitv Principal Amount Number 2007 $60,000 2012 $75,000 2008 $60,000 2013 $80,000 2009 $65,000 2014 $85,000 2010 $70,000 2015 $90,000 2011 $75,000 2016 $95,000 ALL SUCH CERTIFICATES shall become due and payable on February 15, 2006, and interest thereon shall cease to accrue from and after said redemption date and payment of the redemption price of said obligations shall be paid to the registered owners thereof only upon presentation and surrender of such obligations to JPMorgan Chase Bank, Dallas, Texas (successor paying agent/registrar to Bank One, Texas, NA, Fort Worth, Texas) at its designated offices at the following addresses: First Class/ Registered/Certified JPMorgan Chase Bank Institutional Trust Services P. O. Box 2320 Dallas, Texas 75221-2320 Express Delivery/Courier JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 By Hand Only JPMorgan Chase Bank Room 234-North Building Institutional Trust Securities Window 55 Water Street New York, New York 10041 THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the redemption of said certificates and pursuant to an ordinance by the City Council of the City of North Richland Hills, Texas. JPMORGAN CHASE BANK Address: 2001 Bryan Street, 8th Floor Dallas, Texas 75201 45442543.1 EXHIBIT H NOTICE OF REDEMPTION CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION BONDS SERIES 1997 DATED APRIL 15,1997 NOTICE IS HEREBY GIVEN that all bonds of the above series maturing on February 15, 2011, February 15, 2012 and February 15, 2017 and aggregating in principal amount $1,435,000 have been called for redemption on February 15, 2007 at the redemption price of par and accrued interest to the date of redemption, such bonds being identified as follows: Year of Principal Amount Maturity Outstanding CUSIP Number 2011 $205,000 2012 205,000 2017 $1,025,000 ALL SUCH BONDS shall become due and payable on February 15, 2007, and interest thereon shall cease to accrue from and after said redemption date and payment of the redemption price of said bonds shall be paid to the registered owners of the bonds only upon presentation and surrender of such bonds to JPMorgan Chase Bank, Dallas, Texas (successor paying agent/registrar to Bank One, Texas, N.A., Fort Worth, Texas) at its designated offices at the following addresses: First Class/ Registered/Certified JPMorgan Chase Bank Institutional Trust Services P. O. Box 2320 Dallas, Texas 75221-2320 Express Delivery/Courier JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 By Hand Only JPMorgan Chase Bank Room 234-North Building Institutional Trust Securities Window 55 Water Street New York, New York 10041 THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the redemption of said bonds and pursuant to an ordinance by the City Council of the City of North Richland Hills, Texas. JPMORGAN CHASE BANK Address: 2001 Bryan Street, 8th Floor Dallas, Texas 75201 45442543.1 EXHIBIT I NOTICE OF REDEMPTION CITY OF NORTH RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION SERIES 1997 DATED APRIL 15, 1997 NOTICE IS HEREBY GIVEN that the certificates of obligation of the above series maturing on February 15, 2011 through February 15, 2017 and aggregating in principal amount $510,000 have been called for redemption on February 15, 2007 at the redemption price of par and accrued interest to the date of redemption, such certificates being identified as follows: Year of Maturitv 2011 2012 2013 2014 2015 2016 2017 Principal Amount Outstandina $ 60,000 65,000 70,000 75,000 75,000 80,000 85,000 CUSIP Number ALL SUCH CERTIFICATES shall become due and payable on February 15, 2007, and interest thereon shall cease to accrue from and after said redemption date and payment of the redemption price of said obligations shall be paid to the registered owners thereof only upon presentation and surrender of such obligations to JPMorgan Chase Bank, Dallas, Texas (successor paying agent/registrar to Bank One, Texas, N.A., Fort Worth, Texas) at its designated offices at the following addresses: First Classl Registered/Certified JPMorgan Chase Bank Institutional Trust Services P. O. Box 2320 Dallas, Texas 75221-2320 Express Delivery/Courier JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 By Hand Only JPMorgan Chase Bank Room 234-North Building Institutional Trust Securities Window 55 Water Street New York, New York 10041 THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the redemption of said certificates and pursuant to an ordinance by the City Council of the City of North Richland Hills, Texas. 45442543.1 JPMORGAN CHASE BANK Address: 2001 Bryan Street, 8th Floor Dallas, Texas 75201 EXHIBIT J NOTICE OF REDEMPTION CITY OF NORTH RICHLAND HILLS, TEXAS, WATERWORKS AND SEWER SYSTEM REVENUE BONDS SERIES 1996 DATED DECEMBER 1, 1996 NOTICE IS HEREBY GIVEN that all bonds of the above series maturing on September 1, 2005 through September 1, 2008, and aggregating in principal amount $1,890,000 have been called for redemption on September 1, 2004 at the redemption price of par and accrued interest to the date of redemption, such bonds being identified as follows: Year of Maturitv Principal Amount Outstanding CUSIP Number 2005 2006 2007 2008 $440,000 460,000 485,000 $505,000 ALL SUCH BONDS shall become due and payable on September 1, 2004, and interest thereon shall cease to accrue from and after said redemption date and payment of the redemption price of said bonds shall be paid to the registered owners of the bonds only upon presentation and surrender of such bonds to JPMorgan Chase Bank, Dallas, Texas (successor paying agent/registrar to Bank One, Texas, N.A., Fort Worth, Texas) at its designated offices at the following addresses: First Classl Registered/Certified JPMorgan Chase Bank Institutional Trust Services P. O. Box 2320 Dallas, Texas 75221-2320 Express Delivery/Courier JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201 By Hand Only JPMorgan Chase Bank Room 234-North Building Institutional Trust Securities Window 55 Water Street New York, New York 10041 THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the redemption of said bonds and pursuant to an ordinance by the City Council of the City of North Richland Hills, Texas. JPMORGAN CHASE BANK Address: 2001 Bryan Street, 8th Floor Dallas, Texas 75201 45442543.1 Exhibit K to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 29 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and 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. 15. 2. The information in the Official Statement under Tables 1 through 6 and 8 through Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in paragraph 1 above 45442543.1 Certificate of Obligation Sale Facts and Figures Page 1 of 2 On April 26 the City will issue $685,000 in C.O.s for capital improvements to the Water and Sewer system and the Golf Course 2 $560,000 will be issued for the refurbishing and repainting of the Booth Calloway Water Storage Tank, which was built in 1964 and last painted in 1982. 3 The scope of this improvement also includes booster pump station repairs. and includes lead abatement and structural modifications required by TCEQ and EPA. 4 This improvement to the tank is not routine maintenance and is needed every 10 to 15 years 5 Refurbishing and Painting of the tank on a regular basis will extend the life of the tank indefinitely 6 If the Capital Maintenance is not done as planned the tank would not last and a new tank would need to be constructed 7 The cost to construct a new tank would be about 3 times the amount needed to paint and refurbish an existing tank. 8 The cost of this project is being financed for cash flow purposes q The City has not issued debt for Water & Sewer System improvements since 1998 10 Water & Sewer fund reserves have been used to pay for $14 million system improvements since 1998 (pay-as-you-go financing) 11 Other Capital Improvements Projects are planned from existing reserves (balance $9.5 million 9-30-03) 12 The average yearly debt payment over the next 15 years will be about $60,000 for the Water Tank Improvements 13 This installment payment method is preferred over the one time payment of $560,000 because it will have a gradual rather than a sudden impact on water and sewer rates. Much the same way that a mortgage payment has a gradual impact on a homeowner's budget vs. paying for the home in cash. 14 Debt capacity in the Water & Sewer Fund has increased. Since 1999 annual debt payments have decreased by $600,000 15 The Golf Course will be adding a $125,000 pavilion. 16 The pavilion is expected to allow Iron Horse to host more tournaments, generating approximately $85,000 additional revenues annually. This additional revenue will more than cover the average debt payment of $11 ,000. 17 Certificates of Obligation in the amt of 685,000 will be issued at an estimated 4% rate of interest, with a 15 year maturity. Certificate of Obligation Sale Facts and Figures Page 2 of 2 The difference between Certificates of Obligation, General Obligation Bonds and Revenue Bonds 18 G.O.s must be voted 19 C.O.s are authorized by giving a notice of intent and proper published notification. 20 G.O.s are strictly backed by a pledge of ad valorem taxes. 21 C.O.s are backed by ad valorem taxes and an additional revenue pledge. 22 C.O.s have been used by Cities and Counties since the State of Tx authorized there use in 1971. 23 The alternative to C.O.s is Revenue Bonds 24 R.B.s do not require notice of intent to issue. 25 R B.s are strictly backed by the revenues of the fund for which they are issued (e.g. Water & Sewer Sales) 26 Revenue Bonds are more expensive to issue than C.O.s (both interest rates and insurance costs) "7 Revenue Bonds require a legal debt reserve, C.O.s do not. 28 The City's Revenue bond rating is A as compared to Aa3 rating for C.O.s 29 Debt Payments will be made from the Water & Sewer Fund and Golf Course Fund, not the property tax debt service fund. 30 Therefore the issuance of these C.O.s will not affect the property tax rate. 31 The credit rating agencies of Standard & Poors and Moody's have assigned a AA- and Aa3 rating respectively to this issue. 32 This reaffirmed rating keeps the City of NRH in the top 2% percent of Cities in the State of Texas and top 10% of US cities. 33 The ratings analysts have cited the foresight and planning of Council and Management as justification for this high credit rating 34 The City of North Richland Hills City Council passed the resolution of intent to issue C.O.s at the March 22nd meeting and has published all public notices in accordance with State Law. ;- " CITY OF NORTH RICHLAND HILLS ',,--- Department: Planning Department Council Meeting Date: 4/12/04 Subject: Public HearinQ and Consideration of a ReQuest from James Agenda Number: PS 2003-39 and Deana Davis, Mark and Kathem Harwell to Approve the Replat of Lots 1 Rand 3R, Block 14. Glenann Addition Located at 8612 and 8620 Martin Drive. Case Summary: Each site has an existing single family residence. The residence built on the proposed Lot 1 R is built over the east property line of the current lot. The purpose of this re-plat is to move the common line between the existing lots so that the structure on Lot 1 R will meet the side setback requirements of the Zoning Ordinance. Comprehensive Plan: The Comprehensive Plan indicates low density uses for the area. The existing uses are consistent with the Plan. Staff Review: The Development Review Committee has reviewed the plat and has determined that it complies with both the Zoning and Subdivision Ordinances. Attached is a memo from the Public Works Department stating that a1l of staff's comments have been addressed except for the requirement" of a City/Developer Agreement from the owner of the proposed Lot 1 R. The purpose of the agreement is to delay the cost of constructing sidewalk improvements until required by the City. ',- Public Hearing Requirement: This residential replat requires a public hearing prior to approval by the City Council. The replat request has been advertised according to State Law requirements. Planning and Zoning Commission Recommendation: The Planning and Zoning Commission at their meeting on March 18, 2004 recommended approval of PS 2003-39 by a vote of 7-0 with the following stipulation: 1) That a City/Developer Agreement be submitted by the owner of Lot 1 R. At this time staff has not received the required agreement from the owner of proposed Lot 1 R. Staff will withhold filing of the plat until such agreement has been submitted. Recommendation: To Approve PS 2003-39 the Replat of Lots 1R and 3R, Block 14 Glenann Addition as recommended by the Planning and Zoning Commission. Finance Review Source of Funds: Bonds (GOlRev.) Operating Budget Account Number Sufficient Funds A ValJaOle ~ ~ Finance Director ¡J.e! M (,111 OF NORTH RICHLAND HILLS '",--- Review Schedule: AePlication: 7/10/03 Final Hearing: 4/12/04 Total Review Time: 40 weeks· *This request involves litigation and has been withdrawn once and stopped several times by the applicants since it's original submittal. ~I CITY COUNCIL ACTION ITEM Ni~H March 8, 2004 MEMO TO: Donna Jackson, Planner FROM: Caroline Waggoner, Engineer Associate CJ SUBJECT: Glenann Addition; Block 14, Lots 1 R & 3R Final Plat, PS2003-39 Upon further review of the Final Plat submitted to this office on February 20,2004, Public Works is amending our approval with the addition of the following: Research shows an existing City/Developer Agreement for Lot 3 for the construction of sidewalks. At this time, we are requesting a similar City/Developer Agreement for Lot 1 (see Subdivision Ordinance No. 1982). The purpose of these Agreements is to allow the property owner to delay the cost of construction until such time as improvements will be required by the City. cc: Lance Barton, P.E., Public Works Assistant Director Dave Green, Zoning Administrator CL W /pwm2004-52 I I I ~ \ ~ \ I ,.~~ N A I ~ /\ ~ 12 -L-..-.-£1 ~ ~ ~I [~ ~ ~ ~ \~rñ T \~ v, L ~ :=~ 1. I I ~ ~~= e-- ~ 1= - t--- L....-- Tlf/= e--~~ - == ; .~ \. ~~ -r~1 ..... ~ I- 200' Buffer - ~ - NI~H PS 2003-39 FINAL RE-PLAT LOT 1 R & 3R, BLOCK 14 GLENANN ADDITION Prepared by Planning 09-04-03 o 200 400 600 800 1000 Feet I i ~---~........_'-<-~~~--~_._--_._--~-~_.- NOTICE OF PUBLIC HEARING CITY OF NORTH RICHLAND HILLS CITY COUNCIL CASE #: PS 2003-39 8612 & 8620 Martin Dr Lot 1 R & 3R, Block 14 Glenann Addition You are receiving this notice because you are a property owner of record within 200 feet of the above property. Purpose of Public Hearina: Pursuant to Section 212.015 of the Texas Local Government Code, a Public Hearing to consider a request from James and Deana Davis and Mark T. & Kathern Harwell to approve the Final Plat of Lot 1 R & 3R, Block 14 Glenann Addition Located at 8612 & 8620 Martin Dr. The purpose of the re-plat is to move the common line between the existing lots so that the structure on Lot 1 R will meet the side setback requirements of the Zoning Ordinance. The Planning and Zoning Commission has recommended approval of this request. Public Hearina Schedule: Public Hearing Dates: CITY COUNCIL MONDAY, APRIL 12,2004 7:00 P.M. CITY COUNCIL CHAMBERS 7301 N. E. LOOP 820 NORTH RICHLAND HILLS, TEXAS Time: Location: If you have any questions or wish to submit a petition or letter concerning the above request, please contact: Planning Department City of North Richland Hills 7301 Northeast Loop 820 North Richland Hills, Texas 76180 Phone (817) 427-6300 Fax (817) 427-6303 ^--,-~--_.._---,~~-.,_._~<~-~---_._-,-~--'--------"--~ ®09T. 5 ..!as21 BRINKLEY, PATRICIA L 8609 MARTI N DR FORT WORTH TX ~0-41 06 CARTER, TIMOTHY J 3617 GREENBRIAR CT BEDFORD TX 76021-2086 NICKS, RICHARD J & LORI J L 55405 SIMMONS RD FORT WORTH TX 76180-4242 DAHN, WILLIAM ETUX SHARON 55400 WHITNEY CT FORT WORTH TX 76180-4250 SHANNON JAMES 111 & B SAWYER '6401 SIMMONS RD NORTH RICH LAND HILLS TX 76180-4242 ...James & Deana Davis 8612 Martin Dr. North Richland Hills, TX 76180 -oggier, Mary Browning 8600 Martin Dr. North Rìchland Hills, TX 76180 ,.w09l:S .:O! 31e~dWa¡ 3Sn SHIRES, THOMAS R 8601 MARTIN DR NORTH RICH LAND HILLS TX 76180-4106 SELBY, MARK ALAN ETUX GWENDA A 6404 WHITNEY CT FORT WORTH TX 76180-4250 KAUFMANN, ALLAN J ETUX CORRIE 5405 WHITNEY CT FORT WORTH TX 76180-4250 SAGESER,FRANCES LAURIANNE 5401 WHITNEY CT FORT WORTH TX 76180-4250 ~Mark & Kathern Harwell 8620 Martin Dr North Richland Hills, TX 76180 "Pipeline Road Ch of Christ 824 W Pipeline Rd Hurst, TX 76053-4833 slaqel ssaJpp'v' ®Å~a^'\f. NORDER, STEVE ETUX LOIS 6409 WHITNEY CT FORT WORTH TX 76180-4250 FRYE, MICHAEL P ETUX SALLY L 6405 BLAKE CT FORT WORTH TX 76180-4246 LAW, LOUIS LEROY 7133 STONYBROOK DR FORT WORTH TX 76180-0000 GILBREATH, MICKEY E & WANDA C '6401 BLAKE CT FORT WORTH TX 76180-4246 OGGIER, TIMOTHY KETAL 8600 MARTIN DR -NORTH RICHLAND HILLS TX 76180-4105 _Land Con Bill Boomer 2501 Parkview Dr. #200 Fort Worth, TX 76102 .. j\l.l.5~aa4S paa~ 4~oowS PS 2003-39 CONSIDERATION OF A REQUEST FROM JAMES AND DEANA DAVIS AND MARK T. & KATHERN HARWELL TO APPROVE THE FINAL PLAT OF LOT 1R & 3R, BLOCK 14 GLENANN ADDITION LOCATED AT 8612 & 8620 MARTIN DR. APPROVED Ms. Jackson explained that the applicants are applying for a final plat for Lots 1 R & 3R located at 8612 and 8620 Martin Drive. The home on Lot 1 R is built over the east property line and this replat will move the common line between the existing lots so that 1 R will meet the side setback requirements. This request adheres to the Comprehensive Land Use Plan which calls for low density in this area. This request complies with both the zoning and the subdivision ordinances. Public Works requests that Lot 1 R have a requirement for the construction of sidewalks because Lot 3R already has the City development agreement for sidewalks. Staff recommends approval with the stipulation request from Public Works. Chairman Bowen called for questions. There were none and the Chairman called for a motion. Mr. Sapp, seconded by Mr. Davis, motioned to approve PS 2003-39 with the stipulation that Lot 1 R be required to complete a Developer Agreement. The motion was approved unanimously (7-0). .. CITY OF NORTH RICHLAND HILLS Department: Planning Department Council Meeting Date: 4/12/04 Subject: Public Hearing and Consideration of a Request from Agenda Number: PZ 2004-03 Kent Cooley for a Zoning Change from "AG" Agricultural to "R-1" Single Family Residential District Located at 8720 Amundson Drive (0.996 acres) - Ordinance No. 2779. Case Summary: The applicant intends to plat the site into two single family residential lots. The applicant is proposing to build a single family residence on one lot for himself and sell the other lot as a single-family residential site. The requested "R-1" District requires a minimum 13,000 square foot lot and minimum 2,300 square dwelling. A prelimina~ plat for the site was approved by the Planning and Zoning Commission on March 18t of this year. Existing Land Use/Site Attributes: The site is currently un-platted and vacant and is characterized as heavily wooded with an elevated topography. Thoroughfare Plan: The site has frontage along Amundson Road. The Thoroughfare Plan designates Amundson Road as an undivided, 4-lane, collector street with 68 feet of ROW (C4U). Comprehensive Plan: The Comprehensive Plan indicates low density residential uses for this area. The proposed zoning/use is consistent with the Plan. '---- . Adjacent Zoning/Land Use: North: "R-3"1 Single family residences East: "AG" Agricultural! Public/Semi Public Water Tower South: "AG" Agricultural! Single family residences West: "AG" Agriculturall Single family residences Planning and Zoning Commission Recommendation: The Planning and Zoning Commission at their meeting on March 18, 2004, recommended approval of PZ 2004-03 by a vote of 7-0. Recommendation: To uphold the Planning and Zoning Commission recommendation of approval for PZ 2004-03 by approving Ordinance No. 2779. Finance Review Source of Funds: Bonds (GOlRev.) Operating Budget Other Account Number Sufficient Funds Available ~ ignature ~ Finance Director /'.0 f2ø--: AðÞ1 City er Signature PZ 2004-03 Cooley CC CITY OF NORTH RICHLAND HILLS Review Schedule: Application: 1/12/04 Final Hearing: 4/12/04 Total Review Time: 13weeks* * The review time for this request was impacted by the simultaneous review of the preliminary plat. '--. "- () 3! ~ ::Þ .1"'" r Z (f) ~ ð z (f) .... ;0 CJ N A NI~H PZ 2004-03 RE-ZONING 8720 AMUNDSON FROM "AG" AGRICULTURE TO "R-1" SINGLE FAMILY RESIDENTIAL Prepared by Planning 03/01/04 o I 200 400 600 800 Feet I 0) ----.¡ :::::!~ ::t::"'J '"'- ~ . "<:r~ \.:) '- ,"" o-..J:'1: ' 23Clh.:\.:) Q: ,'-5~ lijh.:~ 2::~ct:~ ~l!jc:)~ <:~ ¡:::: ~~ ~ G":--J 4J >-.§;! f...... G ~ ~ . ~ .., ~ .~ ,,/; o. (% 00 Ç> é' -.Y '1; ~Q o C?Q ~. 9,ç¡ . v:. '8t. Q'1: þ ~. ~ ~r:þ ~ ~ vf'.p- ~ qp ~ þ ~ QO :> ~ '"'- c:::J '*" t:J~ ~ 1):j:'1: ;:c gsClh.:\.:) (:) ''-5 ~ .~h.:~ ~CJ)ct:~ o-..Jl'<)r-:\.:) :::s'"'-.....,~ ;;:~ ~ :::s tS ~ s ~ ~ 1 ~1 ~~ r-"'; q:) ~~ ;:$~ ~~ ~~ ~ ...", ~ 'L þ~ ~ 'l.1 ~~ ~~ ...",~ ~!t] ....~ ~~ . ~ M o I -.r o o N N a.. o I Z en 02<-' @-'-' :r: - ZUI ;2 ~ ~ ~ Ò Z ~ p:: U .... o o N Ñ >- r:r < :::> z < -, PZ 2004-03 PUBLIC HEARING TO CONSIDER A REQUEST FROM KENT COOLEY FOR A ZONING CHANGE FROM "AG" AGRICULTURAL DISTRICT TO "R-1" SINGLE FAMILY RESIDENTIAL DISTRICT LOCATED AT 8720 AMUNDSON (0.996 ACRES IN THE T. K. MARTIN SURVEY, A-1055). APPROVED Ms. Jackson explained that the rezoning request is to rezone the property from "AG" Agricultural to "R-1" Single Family Residential. R-1 zoning requires 13,000 sq. ft. minimum. This property meets the minimum. The applicant plans to build on one lot and sell the other lot. The Comprehensive Land Use Plan indicates low density in this area and this plat complies. The Thoroughfare Plan has frontage along Amundson which is a C-4-U with 68 feet of right-of-way. Chairman Bowen opened the public hearing. There was no one wishing to speak for or against the zoning change and the Chairman closed the public hearing. Mr. Nehring, seconded by Ms. Cole, motioned to approve PZ 2004-03. The motion was approved unanimously (7-0). Planning Department City of North Richland Hills 7301 Northeast Loop 820 North Richland Hills, 76180 8 March, 2004 Attachment-Notice of Public Hearing PZ 2004-03 On 6 March, 2004 I received the attachment in my mail notifying me of the public hearing. I appreciate it. At this point, my business plans have me away from the area on 18 March, the date of the hearing. I would like to express my concern regarding the rezoning of the property. I understand the city now requires the property to be rezoned for new construction. In this case, I can't see why a developer would want to developer that land and I really don't see why someone would want to buy a house that fronts Amundson Rd. Assuming someone would, I do not want another project that packs small houses on small lots in my area. The city has approved too many developments like that already.. The piece of property in question could support one large home on a nice treed lot. That is it!!!! !! Any thing other than that would require most of the trees to be knocked down and that destroys the beauty/country feel of the area. On the North side of Amundson and the railroad tracks, too many small houses on small lots have been developed. The latest is a piece of property on Eden Rd. that was a nice size property that will be transformed into another smalllotlsmall house community. It has reduced property values and increased traffic on substandard streets like Eden Rd. and Amundson Rd. More small houses will mean more vehicles, more traffic, more pressure on schools and law enforcement. I moved to this area 14 years ago because of the acreages and the country feel. I ask you to change your standard for the City of North Richland Hills and only approve houses of 3000 Sq. feet or more. Everyone's property value would appreciate. Your tax base would appreciate and maybe the tax rate could be reduced. NOTICE OF PUBLIC HEARING CITY OF NORTH RICHLAND HILLS CITY COUNCIL CASE #: PZ 2004-03 8720 AMUNDSON 0.996 acres in the T. K. Martin Survey, A-1055 You are receiving this notice because you are a property owner of record within 200 feet of the above property. Purpose of Public Hearina: A Public Hearing to Consider a Request from Kent Cooley for a Zoning Change from "AG" Agricultural District to "R-1" Single Family Residential District Located at 8720 Amundson. The applicant is proposing a 2 lot single family residential subdivision. The Planning and Zoning Commission has recommended approval of this request. Public Hearina Schedule: Location: CITY COUNCIL MONDAY, APRIL12, 2004 7:00 P.M. CITY COUNCIL CHAMBERS 7301 N. E. LOOP 820 NORTH RICHLAND HILLS, TEXAS Public Hearing Dates: Time: If you have any questions or wish to submit a petition or letter concerning the above request, please contact: Planning Department City of North Richland Hills 7301 Northeast Loop 820 North Richland Hills, Texas 76180 Phone (817)427-6300 Fax (817) 427-6303 KENT COOLEY 8408 RANDY DR FORT WORTH, TX 76180 SHORE, ERICH ETUX TRACI 6900 JESSICA CT FORT WORTH TX 76180-3667 LORD, CHRISTOPHER P ETUX HEIDI 8621 JOSHUA CT NORTH RICHLAND HILLS TX 76180-3666 GORBET, PAUL W 8720 AMUNDSON DR NORTH RICHLAND HILLS TX 76180-4201 SCHWAB, RALPH G 8713 STEWART DR NORTH RICHLAND HILLS TX 76180-4249 GONZALES, JUAN M 8640 MADISON DR NORTH RICHLAND HILLS TX 76180-3669 SAVAGE, DAVID R ETUX JILL M 6901 JESSICA CT FORT WORTH TX 76180-3667 BURTON, RANDY ETUX GINGER 6921 CLIFT ST FORT WORTH TX 76180-4208 NORTH RICHLAND HILLS, CITY OF PO BOX 18609 FORT WORTH TX 76118-0609 T AULLI, JAMES E ETUX CYNTHIA 6904 JESSICA CT NORTH RICHLAND HILLS TX 76180-3667 NORTH RICH LAND HILLS, CITY OF 00000-0000 GILBERT, ANTHONY 0 ETUX BECKY 8616 JOSHUA CT NORTH RICH LAND HILLS TX 76180-3666 BURLESON, MARK E ETUX JEANNIE 8725 STEWART DR FORT WORTH TX 76180-4249 2 ORDINANCE NO. 2779 ZONING CASE PZ 2004-03 4 AN ORDINANCE AMENDING THE COMPREHENSIVE PLAN AND THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF NORTH RICHLAND HILLS; AMENDING THE ZONING MAP OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, AND REZONING A .996 ACRE TRACT OF PROPERTY FROM AG (AGRICULTURAL) TO R-l (RESIDENTIAL) ZONING; ESTABLISHING A PENALTY; PROVIDING FOR PUBLICATION; AND PROVIDING AN EFFECTIVE DATE. 6 8 10 12 WHEREAS, notice of a hearing before the Planning and Zoning Commission was sent to real property owners within 200 feet of the property herein described at least 10 days before such hearing; and, 14 16 WHEREAS, notice of a public hearing before the City Council was published in a newspaper of general circulation in the City at least 15 days before such hearing; and, 18 20 WHEREAS, public hearings to zone the property herein described were held before both the Planning and Zoning Commission and the City Council, and the Planning and Zoning Commission has heretofore made a recommendation concerning the zone change; and, 22 24 WHEREAS, the City Council is ofthe opinion that the zone change herein effectuated furthers the purpose of zoning as set forth in the Comprehensive Zoning Ordinance and is in the best interest of the citizens of the City of North Richland Hills; NOW, THEREFORE, 26 28 30 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: 32 Section 1: THA T the Comprehensive Plan, the Comprehensive Zoning Ordinance and the zoning map ofthe City of North Richland Hills are hereby amended by rezoning a .996 acre tract ofland located at 8720 Amundson in the City of North Richland Hills, Tarrant County, Texas, more particularly described on Exhibit "A" hereto, from AG Agricultural to R-l Residential zoning. 34 36 38 Section 2: Any person, firm or corporation violating any provision of the Comprehensive Zoning Ordinance as amended hereby shall be deemed guilty of a misdemeanor and upon final conviction thereof fined in an amount not to exceed Two Thousand Dollars ($2,000.00). Each day any such violation shall be allowed to continue shall constitute a separate violation and punishable hereunder. 40 42 Ordinance No. 2779 Page 1 of 2 Section 3: The City Secretary is hereby authorized and directed to cause the publication of the descriptive caption and penalty clauses of this ordinance as an alternative method of publication provided by law. 2 4 Section 4: This ordinance shall be in full force and effect immediately after passage. 6 AND IT IS SO ORDAINED. 8 PASSED on this 12th day of April, 2004. 10 CITY OF NORTH RICHLAND HILLS 12 14 By: 16 Oscar Trevino, Mayor 18 ATTEST: 20 22 Patricia Hutson, City Secretary 24 APPROVED AS TO FORM AND LEGALITY: 26 28 George A. Staples, Attorney 30 APPROVED AS TO CONTENT: 32 34 Department Head Ordinance No. 2779 Page 2 of 2 .' , I CITY OF NORTH RICHLAND HILLS Department: Planning Department Council Meeting Date: 4/12/04 \\.......- Subject: Public Hearing and Consideration of a ReQuest from Ernest Agenda Number: PZ 2000-38R4 Hedgecoth Consulting Engineers, Inc. on Behalf of Woodforest National Bank to Revise the Approved Wal-Mart Planned Development Site Plan in the 8500 Block of Precinct Line Road (1.86 acres) - Ordinance No. 2780. Case Summary: The applicant is proposing to construct a 22,981 square foot two story office/bank building (including drive-thru) to be located just to the southwest of the existing Wal-Mart Super Center building on Lot 5 of the Wal-Mart Addition Plat. One of the conditions of the approved Wal-Mart Planned Development (ref. PZ2000-38) requires that any subsequent development of the site shall be approved as separate amendments to the approved Plan. Existing Zoning: "PD" Planned Development for all "C-1" Commercial uses and various other uses Le. auto service, gasoline station ... etc. associated with the Wal-Mart Super Center. Existing Land Use/Site Attributes: The site is currently vacant and exhibits little vegetation. Thoroughfare Plan: The site has frontage on Davis Boulevard, a six (6) lane, divided ',,- principal arterial with 120' ROW. Comprehensive Plan: The Comprehensive Plan notes retail uses for the area bounded by Davis Boulevard, Precinct Line Road and North Tarrant Parkway. The proposed use is consistent with the Plan and with the approved Wal-Mart Planned Development. Surrounding Zoning I Land Use: North: "PD" Planned Development 1 Retail, Mexican restaurant East: "PD" Planned Development 1 Wal-Mart parking lot South: "C-1" Commercial, "PD" Planned Development 1 Walgreen's Drug Store, Vacant West: "C-1" Commerciall Vacant, site is being prepared for a potential Chili's Restaurant Finance Review Source of Funds: Bonds (GO/R.ev.) Operating Budget Other Account Number Sufficient Funds Available ~ Finance Director jJJ[p~.~ AeA , City Signature "-- PZ 200Q..38R4 Woodforest Bank CC CITY OF NORTH RICHLAND HILLS Site Design Features: Although the proposed building's design, architecture, use of materials and color is not necessarily consistent with other existing development on this ',,-- site; staff feels that the proposed building is complementary and consistent with quality design. The following features are noted on the site plan. Building Design and Materials: · Two-story, flat roof design with parapet wall; · Overall building height is 44' (max. height permitted is 38'). · Total 22,981 square feet in size (must meet architectural standards); Façade design features include; building articulation, brick pilasters, columns, decorative wall sconces, cornices, cupola, use of contrasting materials and a large entryway feature are all consistent with ordinance requirements; · Building materials consist primarily of concrete masonry panels, brick veneer details, and composition roof. An acceptable amount of EFIS and stucco (less than 15%) and cast stone are shown for details; · Building is oriented northward toward the interior of the over-all development; · Roof-mounted mechanical equipment is screened by parapet wall; · Roof materials for the proposed cupola are composition shingles; · A trash dumpster is located in the southeast corner of the site and is screened by brick veneer to match the main building. '- Access and Parking: · No direct access to or from this site to Davis Boulevard is proposed; · Access to the site is provided by two existing paved Public Access Easements; These easements are situated to the north and south of the site; · Proposed parking exceeds the minimum required by the Zoning Ordinance; · Customers utilizing the drive-thru bank will enter from the north and exit to the south. Landscaping and Screening: · The site does not have residential adjacency therefore no perimeter screening is required; · A 15' landscape setback is required only along that portion of Davis Boulevard that fronts this site. The applicant's proposed landscaping in this setback and in the parking lot is consistent with the requirements of the Landscape Ordinance. The Landscape Plan shows additional landscaping in the form of street trees and parking lot screening along the northern and eastern boundaries of the site. In addition, extensive landscaping is shown adjacent to the proposed building. This proposed landscaping exceeds the minimum requirements of the Landscape Ordinance. Signage and Lighting: · The building elevations show two wall signs for the proposed building, one over the entryway and one at the northwest corner of the building beneath the cupola. A multi- tenet monument sign is located near the southwest corner of the site near Davis Boulevard. Both of these signs are consistent with current Sign Ordinance regulations; '''--- CITY OF NORTH RICHLAND HILLS · The site plan indicates a "signage and merchandising" wall screening the drive-thru lanes from Davis Boulevard. No specifics are given for this signage. Staff would \ recommend that the signage be limited by Sign Ordinance regulations at the time of "-- permitting; · 30' light standards are indicated at the corners and front of the site. Since there is no residential adjacency, shielding of the lights are not required. Requested Variance: A variance from the maximum height of 38' for the cupola (44') is requested. Planning and Zoning Commission Recommendation: The Planning and Zoning Commission at their meeting on April 1, 2004, recommended approval of PZ 2000-38R4 with the variance requested by a vote of 7-0 with the following stipulations: 1) Revise the roof materials for the raised cupola portion of the building to a standing- seam metal roof. The applicant has incorporated the standing seam metal roofing material in the attached building elevations. RECOMMENDATION: To uphold the Planning and Zoning Commission recommendation of approval with stipulations for PZ 2000-38R4 and the applicant's revisions by approving Ordinance No. 2780. '........ Review Schedule: Application: 1/12/04 Final Hearing: 4/12/04 Total Review Time: 13 wee~s '---- - --------_._---------"._-~ <--~.._-~-_.~ ~ /V. '\ rl!d;:::: N I ¿# l ......~ '\ 11 ~.... n '\II I~'l ë ---1 .... p I ~ ~~~ /êi..J) - 6fì - II~ - WM - - I. EWOO[ 11 - t;~¡: - ~L.lA '" - Cr\ x/ Ii: ~~ t/ '/ .. ( ;~ ;.// I-- V , ~ ~ * h,·... tr~ I-- ,., '- - 1--1 .... r '>1-- ~ DY GDí'\\I¡:: Rn 1 '" '-- '\ ....... ../.. ~ (¡ .~it ..< ~200' ...... .i-: ¡BUFFER hL l ... ;1 --" Me .......,. I L ....... ~~ .... - I ~- -----~ '>......., :.;.....:...- I-- I· '"-- f--- - -- - _ f-- I - A \lii.i - - _~f-- )§C ( ;>0) I R ~ I I l/ I - .\... N NI~H A PZ 200Q-38R4 REVISION TO APPROVED WAL-MART SITE PLAN WOODFOREST NATIONAL BANK LOT 5 W AL-MART ADDITION · -.'"-.-~'-.-'~'--_#~~..._-......._---._.~_.~~ PZ 2000-38R4 PUBLIC HEARING TO CONSIDER A REQUEST BY ERNEST HEDGECOTH CONSULTING ENGINEERS, INC. ON BEHALF OF WOODFOREST NATIONAL BANK TO REVISE THE APPROVED WAL-MART PLANNED DEVELOPMENT SITE PLAN (REF. PZ 2000-38). APPROVED Mr. Green explained that this case was before the Planning & Zoning Commission at their last meeting at which time it was approved unanimously, allowing a 44-ft. height variance and a stipulation that a standing seam metal roof replace the composition roof material. The case is being brought before the P&Z Commission to make a legal clarification. This is a revision to an existing approved Planned Development (PO) and a proposed change to a PO requires a public hearing. At the last meeting, the caption was incorrect and did not refer to a public hearing being held. This case could not be sent on to City Council, stating that a public hearing had been held, when in fact that did not occur. In bringing this case back before P&Z tonight, the Applicant did not experience any time cost. He will still go to the same Council Meeting. The Chairman opened the Public Hearing and the applicant, Ernest Hedgecoth came forward. He stated that they are proceeding with their plans and will adhere to the stipulations made by P&Z at the last meeting. He stated that Wal- Mart has agreed to the site plan. The Chairman asked if there were any others wishing to speak for or against this request. There were none and the Chairman closed the Public Hearing and called for a motion. Mr. Schopper, seconded by Mr. Sapp, motioned to approve PZ 200-38R4. The motion was approved unanimously (6-0). '-"~--'µ-_._~"-~-----..",------_.._-~-_.._--, NOTICE OF PUBLIC HEARING CITY OF NORTH RICHLAND HILLS CITY COUNCIL CASE #: PZ 2000-38R4 8408 Block of Davis Blvd. Lot 5, Block 1 Wal-Mart Addition You are receiving this notice because you are a property owner of record within 200 feet of the above property. Purpose of Public Hearing: A public hearing is being held to consider a request from Ernest Hedgcoth Consulting Engineers, Inc. on behalf of the property owner, Woodforest National Bank, to revise the approved Wal-Mart Planned Development Site Plan (ref. PZ 2000-38). The applicant is proposing to develop a 22,981 square foot office building on the above lot. The Planning and Zoning Commission will be making a recommendation for this request on April 1, 2004. Public Hearing Schedule: Public Hearing Dates: CITY COUNCIL MONDAY, APRIL 12,2004 7:00 P.M. CITY COUNCIL CHAMBERS 7301 N. E. LOOP 820 NORTH RICHLAND HILLS, TEXAS Time: Location: If you have any questions or wish to submit a petition or letter concerning the above request, please contact: Planning Department City of North Richland Hills 7301 Northeast Loop 820 North Richland Hills, Texas 76180 Phone (817)427-6300 Fax (817)427-6303 WAL MART STORES 71"'\') SW 8TH NTONVILLE, AK 72716-6209 RIF 102 LLC, PO BOX 8615 STATION A GREENVILLE SC 29604-0000 GREGG, GUION III 3838 OAK LAWN AVE STE 1416 DALLAS, TX 75219 RIF 102 LLC, PO BOX 8615 STATION A GREENVILLE SC 29606-0000 DHOG LLC & ZTCP LLC, 328 GREEN ACRES DR DEFUNIAK SPRINGS FL 32433-7996 3 5 7 9 11 13 15 17 19 71 13 25 27 29 31 33 35 37 39 41 ORDINANCE NO. 2780 ZONING CASE PZ 2000-38R4 AN ORDINANCE AMENDING THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, BY AMENDING THE PLANNED DEVELOPMENT SITE PLAN ON CERTAIN PROPERTY IN THE CITY; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR SAVINGS; PROVIDING A PENALTY; PROVIDING FOR PUBLICATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the owner of property located in the 8500 Block of Precinct Line Road, containing approximately 1.86 acres of land, has filed an application to amend the existing "PD" Planned Development site plan on said property; and WHEREAS, notice of a public hearing before the City Council was published in a newspaper of general circulation in the City at least 15 days before such hearing; and, WHEREAS, public hearings to zone the property herein described were held before both the Planning and Zoning Commission and the City Council, and the Planning and Zoning Commission has heretofore made a recommendation concerning the zone change; and, WHEREAS, the City has complied with all requirements of Chapter 211 of the Local Government Code, and all other laws dealing with notice, publication and procedural requirements for the rezoning of the property; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: Section 1: THAT the Comprehensive Zoning Ordinance is hereby amended by adopting the amended "PD" site plan for a portion of that property containing approximately 1.86 acres of land, located in the 8500 Block of Precinct Line Road, being Lot 5, Block 1, Wal-Mart Addition, City of North Richland Hills, Tarrant County, Texas, as set forth on the site plan attached hereto and incorporated herein as Exhibit "A." Section 2: The zoning districts as herein established have been made in accordance with a Comprehensive Land Use Plan for the purpose of promoting the health, safety, morals and general welfare of the community. Ordin No. 2780 Page 10 3 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 Section 3: Section 4: Section 5: Section 6: Section 7: Section 8: ._....___u______"_'_._~_________~__ The official zoning map, ofthe City of North Richland Hills is hereby amended and the City Secretary is hereafter directed to revise the zoning map to reflect the amendments as set forth above. It is hereby declared to be the intention of the City Council that the sections, paragraphs, sentences, clauses and phrases ofthis ordinance are severable and, if any phrase, clause, sentence, paragraph or section of this ordinance shall be declared unconstitutional or otherwise invalid by the final judgment or decree of any court of competent jurisdiction, such invalidity shall not affect any ofthe remaining phrases, clauses, sentences, paragraphs and sections ofthis ordinance, since the same would have been enacted by the city council without the incorporation in this ordinance of any such invalid phrase, clause, sentence, paragraph or section. All rights and remedies ofthe City of North Richland Hills are expressly saved as to any and all violations of the provisions of any ordinances affecting health and safety which have accrued at the time ofthe effective date ofthis ordinance; and, as to such accrued violations and all pending litigation, both civil and criminal, whether pending in court or not, under such ordinances, same shall not be affected by this ordinance, but may be prosecuted until final disposition by the courts. Any person, firm or corporation violating any provision of this ordinance shall be deemed guilty of a misdemeanor and upon final conviction thereof fined in an amount not to exceed Two Thousand Dollars ($2,000.00). Each day any such violation shall be allowed to continue shall constitute a separate violation and punishable hereunder. The City Secretary is hereby authorized and directed to cause the publication of the descriptive caption and penalty clauses of this ordinance as an alternative method of publication provided by law. This ordinance shall be in full force and effect immediately upon passage. AND IT IS SO ORDAINED. PASSED AND APPROVED this 12th day of April, 2004. Ordina e No. 2780 Page 2 3 11 13 15 17 19 21 23 3 5 7 9 CITY OF NORTH RICHLAND HILLS By: Oscar Trevino, Mayor ATTEST: Patricia Hutson, City Secretary APPROVED AS TO CONTENT: Department Head Ordina e No. 2780 Page 3 3 -- -,...^..""._~._-~.,-~._--_.__._,._.---~~._-.,.-"._---,~~--"----_._"" C\l 0 - ~ 0 <!u.J z ~ 0 oC!> ~ I-a:: U-l IU ~ I- I-IU \uN' 0 u....tf) tf)O u.... I: OŒ ~r-: u.JCf) a U ~~ u....cr., Z :r:(f') -Cf) Z 1--:- 0- ::) C\l Õ ~ a¿u...¡ r--:lI..1 2 -. (L¡ß O\.!) 1UI: z<! -¿ 0 <! 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(f)zo (f) za¿(f) .. 0 lJj " cil z .. Z tf) - 0 lI..1~o \l.J\l.J LÜO lI..1-(f) Zu.J¡¡¿ u- Uz Uz UZlW zzo . Z~1l- Œa¿u Zr Zc¿ a]::; u.J<.!)0 \W-- ~o IUOu...¡ ....Uo :r:o I:lWGl EXHIBIT [Que¿ ¡::~-.:r ¢::u I- u.... \-[Q(L \1 II All :¡¡ i CITY OF NORTH RICHLAND HILLS .' b-.::partment: Administration Council Meeting Date: 04/12/2004 Subject: 30th Year Community Development Block Grant ProQram Agenda Number: GN 2004-028 Public Hearing In 1996 the United States Department of Housing and Urban Development (HUD) designated the City as a metropolitan city to receive direct entitlement of Community Development Block Grant (CDBG) funds. On June 24, 1996 the City Council accepted the direct entitlement designation and entered into an agreement with Tarrant County for the administration of the City's CDBG program. As a result of this designation, the City will receive approximately $313,000 from the Department of Housing and Urban Development (HUD) as part of the 30th year CDBG program. Each program year, the City must prepare and submit a CDBG program outlining the use of these funds in accordance with HUD guidelines. Staff has prepared a program for the 30th CDBG year that proposes to use the 30th year funds plus funds remaining from prior year projects and funds reimbursed to the City by Huggins Honda for the following projects: · $90,000 for housing rehabilitation · $30,000 for Northeast Transportation Services · $284,000 for the reconstruction of Janie Drive from Charles to Rufe Snow · $180,000 for the reconstruction of Jerrell Drive from Charles to Rogene '- HUD requires a public hearing so that the City can receive comments and input from citizens regarding the proposed 30th year CDBG ~rogram. Staff will present the entire program for action by the City Council at the April 26 h City Council meeting. Recommendation To conduct the public hearing and receive public comments regarding the 30th Year CDBG program. Source of Funds: Bonds (GO/Rev.) Operating Budget Other Finance Review Account Number Sufficient Funds Available Budget Director Finance Director ¿:QO¿j!.-'~ -./I(!þt City nager Signature , 2 ~ 'rRiA lb:=::5 ," fM~ -" ' Depart~ nt Head Si~re Page 1 of _ Housing Rehabilitation Program ( $90,000 ) North Richland Hills is currently seeking to utilize a portion of its CDBG entitlement funds to provide a housing rehabilitation program (funds would cover the rehabilitation of 4-5 houses). As you know our City has a few older neighborhoods and many homes in need of repairs and rehabilitation. Currently we are analyzing data in our city to target areas with homes that are in poor condition. Neighborhood Services is near completion of a housing stock survey which assigns a condition rating to homes in our city. It is our intention to target the homes with the lowest ratings from this survey first. Homes with the lowest rating are described as follows: Exterior cladding and/or framing is deteriorated and appears dilapidated; Framing members missing or leaning so as to be dangerous; Obvious waves or dips in roof line; Eaves and cornices need replacing; 25 % of siding is missing or bare and decayed wood.; Two or more broken windows; Overall condition of the structure appears defective to the point that may endanger life, health, and safety or the public or building occupants. After we locate our target homes we will proceed with their rehabilitation based on need and qualification criteria established by the Department of Housing and Urban Development (disabled, 65 years of age or older, low income, or family with dependent children). CDBG funds will be used to cover labor, materials, and other cost of rehabilitation of properties, replacement of principal fixtures and components of existing structures. Northeast Transportation Service (Public Service) $30,000 North Richland Hills is currently seeking to utilize a portion of its CDBG entitlement funds to pay for costs for the Northeast Transportation Service (NETS). NETS is a small urban transportation entity that provides on-demand transportation service for senior citizens and persons with disabilities residing within the corporate limits eight Northeast Tarrant County cities. These eight Northeast Tarrant County communities have entered into a unique cooperative effort to serve a combined population of approximately 330,000 (based on 2003 NCTCOG projections) of which nearly 57,000 are considered elderly or disabled (Census 2000). Trip purposes include medical, socialization, employment, essential shopping and education. The NETS program is contracted out on a per revenue hour price. A revenue hour is an hour when a vehicle is in-service and available to carry revenue passengers. NETS is currently operating at a pace to cover the minimum annual revenue hours for the Level II service. Community Development Block Grant (CDBG) funds would be used to raise the level of service beyond the target annual revenue hours for Level II, and cover all of the Level III service. More specifically CDBG funds would be used to cover cost beyond monthly revenue hour 967 and cover all revenue hours characterized as level 3. CITY OF NORTH RICHLAND HILLS '",","_0 Department: Administration Council Meeting Date: 4/12/04 Subject: Approval of New Committee Members to the Youth Agenda Number: GN 2004-025 . Advisory Committee The Youth Advisory Committee (YAC) by-laws specify that 10 members are to'be appointed for a two":"year term and 6 members are to be appointed for a one-year term for a total of 16 members. In addition, among those 10 members appointed to a two-year term, there can be no more than 3 members from anyone high school. Currently, there are 6 members of the Y AC that are completing the 2nd year of their 2 year term (3 from Richland and 3 from Birdville), two members from Fort Worth Christian were recently appointed to a 2 year term, and 3 members recently appointed for a one year term. This leaves 2 two-year positions and 3 one-year positions to be filled. In an effort to begin filling these vacancies, the following 'new members are recommended for appointment: Paige Ammons Josh Tugman Richland High School Richland High School S9phomore SÒphomore :5 new appointment is in accordance with the Y AC by-laws. Recommendation: Approve the Youth Advisory Committee's recommendations for new committee members for 2003-2004. Source of Funds: Bonds (GO/Rev.) Operating Budget Other \. . - ß.¿Ad1~ IÞ:- . Department Head Signature Finance Review Account Number Sufficient Funds Available Budget Director Finance Director ¿ ·aD £-- /J(f~ ~ . City M ger Signature CITY OF NORTH RICHLAND HILLS .' \ bepartment: Administration Council Meeting Date: April 12, 2004 Subject: Approval of the Tarrant Reaional Transportation Coalition Agreement - Resolution No. 2004-028 Agenda Number: GN 2004-026 Last December several core leaders within the Tarrant County area took the initiative to organize a meeting to discuss the possibility of forming a non-profrt regional coalition for the purpose of achieving improved transportation and air quality in our area. Elected officials from around our County, and from Johnson County, Parker County, Hood County and Wise County, were invited to attend and comment on the proposed Coalition Agreement, Bylaws and'dues structure. The inaugural meeting was held on January 28, 2004 at the Fort Worth Convention Center and was well represented from all areas in and around Tarrant County. The goal of the Coalition is identified in a straightforward way - improve mobility and air quality in the western region of the Metroplex. As proposed, the Coalition would organize itself along four (4) basic tenants: focus, forum, partnership and advocacy. The Coalition will: ~ · Focus leaders in the western portion of the Metroplex on the issues of transportation and air quality; · Create a forum where we will discuss and coordinate various mobility projects to implement them faster; · Partner with our friends in Dallas and other transportation groups around the state to solve mobility problems; and finally · Advocate and effectively speak on behalf of our region before TxDOT, the Legislature, and Congress. The Coalition is intended to be a forum where elected officials in our region can come together and sit with professional staff to shepherd multi-jurisdictional transportation projects from the planning stage to actual implementation. The Coalition will also adopt legislative positions and effectively advocate on our behalf in Washington D.C. and in Austin by lobbying to those key policy makers. Source of Funds: Bonds (GO/Rev.) Operating Budget ',,- Jther Finance Review Account Number Sufficient Funds AvallaDle Finance Director Department Head Signature ¿:~~ - -; ,4ttP( City ger Signature Page 1 of ~ CITY OF NORTH RICHLAND HILLS We are reminded that the greater Dallas area, the greater Houston area, and the greater '-·San Antonio area have all formed their own local advocacy coalitions similar to the one we are proposing here. Their successes in implementing projects faster and receiving more transportation dollars is directly tied to their active and focused coalitions. As envisioned, the Coalition will meet regularly to discuss the status of multi-jurisdictional transportation projects in our region in an effort to keep the lines of communication open between all stakeholders. During these meetings, members of the group will also receive regular briefings from TxDOT, NTTA, COG, The-T and the FHA. The proposed by-laws have been modified from the original proposal based on' input from stakeholders at the January 28th meeting. Included in the by-laws is a schedule of dues that applies to all participating members of the Coalition. For all cities that desire to become participating members, dues of "$0.10 times the current population not to exceed $40,000" shall apply. Based on an estimated population of 60,000, the City of North Richland Hills will likely be assessed dues of approximately $6,000 annually (prorated through October 1 in this first year), assuming the City Council chooses to authorize membership. The exact source for entity population figures has not yet been determined. The proposed by-laws will be officially considered, with or without changes, by the voting membership after it is created. A copy of the proposed by-laws, including Dues Schedule, has been attached for your review. Also noteworthy, the Mayors' Council of Tarrant County and many of its representatives ,-played a significant role in making recommendations at the inaugural meeting. Mayor Trevino and City Councilman Tolbert were instrumental in developing and presenting key issues and concerns on behalf of the Mayors' Council to the prospective Coalition members. Several of its recommendations were approved by the group and thus the Coalition currently carries widespread support from the Mayors' Council. It is expected that many, if not all, governmental entities in the area will be participating in this Coalition. The proposed Tarrant Regional Transportation Coalition Agreement, also attached, was recently sent out to all potential participating entities for consideration by their respective elected officials. Recommendation: Approve Resolution No. 2004-028 "-- CITY COUNCIL ACTION ITEM Page 2 of L RESOLUTION NO. 2004-028 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, that: The City Manager is hereby authorized to execute an agreement for membership in the Tarrant Regional Transportation Coalition. APPROVED: Oscar Trevino, Mayor ATTEST: Patricia Hutson, City Secretary APPROVED AS TO FORM AND LEGAL TIY: George Staples, Attorney for the City TARRANT REGIONAL TRANSPORTATION COALITION AGREEMENT This Tarrant Regional Transportation Coalition Agreement ("Agreement") is made and entered into as of the date specified herein by and among City of North Richland Hills, Texas ("Participant"). WHEREAS, on January 28, 2004 elected officials and community leaders in Tarrant County met to discuss the formation of the Tarrant Regional Transportation Coalition ("Coalition"); and WHEREAS, it was proposed that the Coalition be formed to develop strategies to improve mobility and air quality in the western region of the Fort Worth I Dallas Metroplex; and WHEREAS, it was also proposed that once these strategies were developed, the Coalition would work to advance its position; WHEREAS, during the meeting of January 28, 2004, the elected officials and community leaders agreed with the proposed formation of the Tarrant Regional Transportation Coalition and agreed to move forward and develop agreements that could be executed with various counties, municipalities and community stakeholders so that each party to the agreement would be a member of the Coalition; and NOW, THEREFORE, the Participants in consideration of the premises and other good and valuable consideration hereby contract and agree as follows: SECTION I PARTICIPANTS, NAME PURPOSE, STATUS Section 1.1 Participants. The Participants are the counties, municipalities, political subdivisions and other community stakeholders as may subsequently become additional parties hereto with the Coalition herein created. Section 1.2 Name. Purpose. a) The Participants hereby create the Tarrant Regional Transportation Coalition b) The purpose of the Coalition is to enhance local economic growth and improve the quality of life for area citizens through the pursuit of the following four initiatives: ADVOCACY The Coalition will work to provide effective advocacy at the state and federal levels of government regarding the issues of surface 1 -,~-"*.~ -'_._--~~~~..._--~~=~.,,' transportation, bridges, rail and other mass transit options, and air quality on behalf of the citizens of Tarrant County and the surrounding area. The Coalition will strive to obtain as many transportation project dollars as possible from the federal and state government to alleviate traffic congestion problems and improve air quality. COMMUNICATIONS The Coalition will facilitate strong communications between local area governments, the private sector, and state and federal government agencies. The Coalition will work to keep elected officials, the private sector, the media, and citizens in the western region of the Metroplex informed about transportation and air quality issues. COLLABORATION AND PLANNING The Coalition will serve as a forum for regional collaboration and planning within the western region of the Metroplex and as an opportunity for area leaders to discuss the status of transportation projects and air quality initiatives. PARTNERSHIPS The Coalition will strive to build partnerships and public recognition and will aim to be inclusive in its approach. Section 1.2 Status of the Coalition. a) The Coalition shall be organized as a non-profit association of participating public entities and political subdivisions solely for public purposes and no part of its net income shall accrue to or be paid for the benefit of any private party except in the ordinary course of business and for services rendered or for goods, supplies or property supplied or furnished to the Coalition for the benefit of the Participants. b) No Participant by its execution hereof is assuming or agreeing to pay any monetary or other obligation other than the agreement to make the contributions provided in Section 3.1 (a) hereof. SECTION II BYLAWS Section 2.1 Bylaws and Powers. The Coalition shall be governed by the Bylaws for the Tarrant Regional Transportation Coalition upon adoption. 2 SECTION III FUNDING BY PARTICIPANTS, TERM, WITHDRAWAL Section 3.1. Funding. a) Each Participant shall pay annual dues in accordance with the Dues Schedule included in the bylaws. b) The amount payable for the first year of this Agreement shall be due and payable on the 30th day after final execution of this Agreement by the Participant. c) In all subsequent years, dues shall be payable in advance of the first day of January in each fiscal year. d) Dues of a new member shall be prorated from the first day of the month in which the new member elects to join the Corporation for the remainder of the fiscal year of the Corporation. e) The fiscal year of the Coalition will begin on October 1 of each year and end on September 30 the following year. Section 3.2. Term, Withdrawals. a) This Agreement shall be effective on and as of the date of final execution by the initial Participant named here and shall continue from year to year as to all Participants that have not withdrawn in accordance with subsection (b) below. b) Any Participants shall be automatically withdrawn in the event funds are not paid when due under Section 3.1. This Agreement shall continue as to all Participants that have not withdrawn. SECTION IV MISCELLANEOUS Section 4.1. Entirety of Agreement. The terms and provisions of this Agreement constitute the entire agreement of the undersigned parties and by the lawfully authorized representative. Section 4.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and venue shall be in Tarrant County Texas. Section 4.3. Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, then all Participants shall be relieved of all obligations arising under such provision, but only to the extent that such provision is illegal, unenforceable or void, it being the intent and agreement of the Parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or if that is. not possible, by substituting thereof another provision that is legal and enforceable and - achieves the same objective. 3 - Section 4.4. Execution in Counterparts. This Agreement may be executed in counterparts by the execution of a separate signature page by each Participant indicating the date of actual execution by each Participant and after full execution hereof in such manner, the same shall be deemed to be one and the same document. Section 4.5 Any proposed changes in bylaws shall be proposed at least one meeting prior to voting on the proposed changes. Passages of changes to the bylaws shall require a positive vote from two-thirds of the voting members. EXECUTED by the below named participant by its undersigned officer on the day of , 2004. City of North Richland Hills By: Larry J. Cunningham, City Manager ATTEST: By: Patricia Hutson, City Secretary 4 DUES SCHEDULE ADDENDUM Tarrant County................................................................................................... $15,000 Other Counties............................... .................................................................... .$5,000 Cities ......................................... $0.10 times current population not to exceed $40,000 Chambers of Commerce..................................................................................... .$1,500 Fort Worth Transportation Authority................................................................... $10,000 Non-Votinq Membership Cateqories: Business entities - lifetime members.... ........................ ........ ................ .......... ....$1 0,000 Business entities - sustaining members .............................................................. $5,000 Business entities - associate level ....................................................................... $2,500 Chambers of Commerce and transportation-related non-profit organization ...........$500 Ex Officio members................................................................................................... $0 Unified leagues of neighborhood associations ... ... ... ... ... ... ... ... ... ... ... ... ... ....$0 5 PROPOSED BYLA WS OF THE TARRANT REGIONAL TRANSPORT A TION COALITION - A NONPROFIT CORPORATION - TARRANT REGIONAL TRANSPORTATION COALITION Page 1 of 20 MISSION STATEMENT & GOALS The Tarrant Regional Transportation Coalition (sometimes referred to in these bylaws as the "Corporation" or the "Coalition") will meet regularly to discuss mobility issues and air quality levels with the goal of producing solutions to identified problems. The Coalition's purpose is to enhance local economic growth and improve the quality oflife for area citizens through the pursuit of the following four initiatives: ADVOCACY .. The Coalition will work to provide effective advocacy at the state and federal levels of government regarding the issues of surface transportation, bridges, rail and other mass transit options, and air quality on behalf of the citizens of Tarrant County and the surrounding area. The Coalition will strive to obtain ás many transportation project dollars as possible from the federal and state government to alleviate traffic congestion problems and improve air quality. COMMUNICATIONS The Coalition will facilitate strong communications between local area governments, the private sector, and state and federal government agencies. The Coalition will work to keep elected officials, the private sector, the media, and citizens in the western region of the Metroplex infonned about transportation and air quality issues. COLLABORATION AND PLANNING The Coalition will serve as a forum for regional collaboration and planning within the western region of the Metroplex and as an opportunity for area leaders to discuss the status oftransportation projects and air quality initiatives. PARTNERSHIPS The Coalition will strive to build partnerships and public recognition and will aim to be inclusive in its approach. TARRANT REGIONAL TRANSPORTATION COALITION Page 2 of 20 ARTICLE I OFFICES PRINCIP AL OFFICE 1.1 The principal office of the Coalition (hereinafter referred to as the "Corporation") shall be located in Tarrant County, Texas. The Corporation may have such other offices within the State of Texas as the Board of Directors deems necessary or as the affairs of the Corporation may require from time to time. REGISTERED OFFICE AND REGISTERED AGENT 1.2 The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with the registered office, as . required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors. TARRANT REGIONAL TRANSPORTATION COALITION Page 3 of 20 ARTICLE 2 MEMBERSHIP & DUES GENERAL MEMBERSHIP 2.1 The Corporation shall have 7 general membership categories (referred to as the "Members") which shall consist of the: 1. cities located in the Fort Worth Texas Department of Transportation district (referred to as "TxDOT") 2. counties located in the Fort Worth TxDOT district, 3. other governmental and quasi-governmental entities located in the Fort Worth TxDOT district, 4. non-profit organizations located in the Fort Worth TxDOT district, 5. chambers of commerce located in the Fort Worth TxDOT district, 6. businesses located in the Fort Worth TxDOT district, and 7. ex officio members. Member entities must have a direct interest in surface transportation and air quality issues and shall adhere to the purposes and policies of the Corporation. A prospective member may be denied membership by a majority vote of the Board of Directors or a current member may be removed by the Board of Directors if the entity fails to meet any of the established categories for membership, or it fails to pay dues, or it fails to adhere to the coalition's mission statement, or if it does not have a direct interest in surface transportation and air quality issues. Member entities who apply to join the Corporation shall pay the required dues as outlined in these bylaws and as approved by the Board of Directors. VOTING AND NON-VOTING MEMBERSHIPS 2.2 There shall be voting and non-voting memberships. Voting members shall have a seat on the Board of Directors as outlined in Article 4. Non-Voting members shall have all rights and duties of a voting member, but shall not have any voting power, and shall not have a representative on the Board of Directors. Non-voting members include ex-officio officers. The voting Members shall be as follows: 1. Cities located in the Fort Worth TxDOT district, 2. Counties located in the Fort Worth TxDOT district, TARRANT REGIONAL TRANSPORTATION COALITION Page 4 of 20 3. Chambers of Commerce located in the Fort Worth TxDOT district who elect to pay dues at the highest level prescribed by these bylaws, and 4. The executive director (or president) of the Fort Worth Transportation Authority. 2.3 Non-Voting Members shall be as follows: 1. Five Ex-Of:Q.cio members: a. the Fort Worth TxDOT district engineer, b. the staff director for the Regional Transport'ation Council, c. the executive director (or president) of the North Texas Tollway Authority, d.. the executive director (or president) of the MetroPort Cities, and e. the executive director (or president) of a unified league of neighborhood associations; 2. Chambers of Commerce located in the Fort Worth TxDOT district who elect to pay dues at the lower level prescribed by these bylaws 3. Business entities in the Fort Worth TxDOT district with an interest in transportation and air quality issues; and 4. Non-profit organizations in the Fort Worth TxDOT district with an interest in transportation and air quality issues. DUES; EFFECTIVE DATE OF MEMBERSHIP; TERMS OF MEMBERSHIP 2.4 Upon payment of the required dues as established by the Board of Directors, any applicant entity that fits the descriptions found in Articles 2.1, 2.2, or 2.3 shall become a member entity of the Corporation. Membership shall be renewed annually and shall not be for a period of more than one year. Dues shall be payable in advance of the first day of January in each fiscal year and shall be made and ensured by interlocal agreement where applicable. Dues of a new member shall be prorated from the first day of the month in which the new member elects to join the Corporation for the remainder of the fiscal year of the Corporation. The initial dues schedule shall be reflected in the Dues Schedule Addendum attached to these Bylaws. TARRANT REGIONAL TRANSPORTATION COALITION Page 5 of 20 APPOINTED REPRESENTATIVES 2.5 Each member entity shall appoint an individual to be its representative to act on behalf of the member entity. Each member entity shall cause to be given to the Chairman of the Board written correspondence that designates their appointed representative by name. This individual shall also represent the member entity on the Board of Directors of the Corporation if that entity is entitled to a position on the Board. If no representative is appointed by a member entity, the mayor of a city, the County Judge of the county, or the President or Chairman of any other member entity shall be the de-facto representative of that entity. TRANSFER OF MEMBERSHIP 2.6 Membership in the Corporation is not transferable or assignable. REMOVAL OF MEMBERSHIP STATUS 2.7 Any individual who was the appointed representative of a member entity shall automatically terminate their position with the Corporation at such time as association with that member entity terminates, or at the time the member withdraws from the Corporation, fails to pay its dues timely, or is removed as a member by the Board of Directors. TARRANT REGIONAL TRANSPORTATION COALITION Page 6 of 20 ARTICLE 3 MEETINGS OF THE MEMBERSHIP & THE BOARD OF DIRECTORS MEETING DATES 3.1 Regular meetings of the general membership and the Board of Directors shall be called by the Chairman of the Board and shall be held at least quarter annually or at such other dates as designated by the Chairman (as defined in Article 6). Meetings of the Board of Directors and the general membership may be held concurrently. SPECIAL MEETING 3.2 Special meetings of the general membership or the Board may be called by the Chairman, or any ten Members of the Board of Directors, or not less than one-fifth (115) of the general members. PLACE OF MEETINGS 3.3 The Chairman of the Board (as defined in Article 6) may designate any place within Tarrant County, Texas, as the place of meeting for any meeting of the Members or the Board. Uno designation is made, the place of meeting shall be the registered office of the Corporation. NOTICE OF MEETINGS 3.4 Written, printed or electronic notice stating the place, day, and hour of any meeting of the general membership or the Board of Directors shall be given, by personal delivery, mail, email, or any other method of transmission, to each Member, not less than five (5) days nor more than fifty (50) days before the date of the meeting, by or at the direction of the Chairman. In case of a special meeting or when required by statute or these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at hislher address as it appears on the records of the Corporation, with postage thereon prepaid. QUORUM 3.5 The Members holding forty percent (40%) of the membership shall constitute a quorum at a meeting of the general membership. TARRANT REGIONAL TRANSPORTATION COALITION Page 7 of 20 3.6 Forty percent (40%) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. 3.7 If a quorum is not present at any meeting of the general membership or the Board, a majority of those present may adjourn the meeting from time to time witho-µ.t further notice. TARRANT REGIONAL TRANSPORTATION COALITION Page 8 of 20 ARTICLE 4 BOARD OF DIRECTORS NUMBER, COMPOSITION, VOTES 4.1 The Board of Directors shall consist of an appointed representative from each voting member entity as described in Article 2.2 that has paid dues. Each Board Member shall be the same representative appointed by the member entity to represent it for member purposes under Article 2.5. Upon the payment Qfthe annual membership dues, the entity shall be entitled to one vote on all matters delegated to the Board. 4.2 If no representative is appointed by a member entity entitled to a position as a voting board member, the mayor of a city, the County Judge of the county, and the President or Chairman of any other entity member, shall be the representative of that entity and shall serve as the Board member. GENERAL POWERS 4.3 The affairs, policy making resolutions, and legislative positions of the Corporation shall be managed and approved by the Board of Directors. An annual budget for the Corporation shall be approved and adopted by the Board. The Board shall also be responsible for' approving the dues structure of the Corporation and the number of persons to serve on the Executive Committee as outlined in Article 5. Any changes to the Articles or Incorporation or these Bylaws must also be approved by the Board. TERM OF MEMBERSHIP ON THE BOARD 4.4 Unless the member fails to pay dues or meet the membership qualifications provided for in Article 2, each Director shall hold the position on the board for a period of two years, with terms initiating on July 15t unless otherwise approved by the Board. Directors may serve for an unlimited number ofterms. VACANCIES 4.5 A vacancy occurring in the Board of Directors shall be filled by appointment by the Member entity under the manner prescribed in Article 2.5. A Director elected to fill a vacancy shall be elected for the unexpired term ofhislher predecessor in office. TARRANT REGIONAL TRANSPORTATION COALITION Page 9 of 20 QUORUM / MANNER OF ACTING 4.6 The act of forty percent (40%) of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these Bylaws and except as provided for in Article 5.5. COMPENSATION 4.7 Directors as such shall not receive any stated salaries for their services. INFORMAL ACTION BY DIRECTORS 4.8 Any action required by law to be taken at a meeting of Directors, or any action which may be taken at.a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action taken shall be signed by all of the Directors. . BUSINESS DEALINGS WITH DIRECTORS 4.9 Inasmuch as the nature of this Corporation is such that it may, from time to time, have business dealings with firms in which one or more of the Directors may have an interest, the following policies and procedures in regard thereto are made a part of these Bylaws: a) The fact of the interest on the part of the Director shall be made known to the Board; b) The Director shall disqµalify himself from voting on any business dealings in which he/she has any possible adverse or gainful interest; and c) An affirmative vote of at least 80% of the Directors voting, a quorum being present, shall be required for the approval of these business dealings. TARRANT REGIONAL TRANSPORTATION COALITION Page 10 of 20 ARTICLE 5 EXECUTIVE COMMITTEE NUMBER, COMPOSITION, VOTES 5.1 The Executive Committee shall be composed of nine (9) persons as outlined in Article 5.2. The Executive Committee may be expanded or reduced in its number of members as determined by a vote of the Board of Directors. Each member of the Executive Committee is entitled to one vote on matters delegated to the Executive Committee. 5.2 The Members of the Executive Committee shall be chosen from Members of the Board of Directors, and shall be composed of representatives from each of the following members: Seat 1 Seat 2 Seat 3 Seat 4 Seat 5 Seat 6 Seat 7 Seat 8 Seat 9 One member from the Northwest Region One member from the Southeast Region One member from the Southeast Mid-Cities Region One member from the Southwest Mid-Cities Region One member from the North Mid-Cities Region One member from the City of Fort Worth One member from the City of Arlington One member from Tarrant County, Texas One member from the Region of Counties and Cities outside Tarrant County DEFINITION OF REGIONS 5.3 Seat 1 shall be from the "Northwest" Region and shall consist of a member elected from the Cities of Benbrook, Burleson, Crowley, Edgecliff Village, Azle, Blue Mound, Lakeside, Lake Worth, Newark, Pelican Bay, River Oaks, Saginaw, Sansom Park, Westover Hills, Westworth Village, and White Settlement. Seat 2 shall be from the "Southeast" Region and shall consist of a member elected from the Cities of Dalworthington Gardens, Everman, Forest Hill, Grand Prairie, Kennedale, Mansfield, and Pantego. Seat 3 shall be the "Southeast Mid-Cities" Region and shall consist of a member elected from the Cities of Bedford, Euless, and Hurst. Seat 4 shall be the "Southwest Mid-Cities" Region and shall consist of a member elected from the Cities of Haltom City, North Richland Hills, Richland Hills, and Watauga. Page 11 of20 TARRANT REGIONAL TRANSPORTATION COALITION Seat 5 shall be the "North Mid-Cities" Region and shall consist of a member elected from the Cities of Colleyville, Grapevine, Haslet, Keller, Southlake, Trophy Club, Westlake, and Flower Mound. . Seat 9 shall be a member elected from the Region of Counties and Cities outside Tarrant County ELECTION PROCESS FOR EXECUTIVE COMMITTEE REGIONAL POSITION 5.4 The individuals to serve as the six Regional Members on the Executive Committee shall be elected in caucus or by other means as determined by the members of the Board of Directors who are from each of the respective Regions for Seats 1,2,3,4,5 and 9. QUORUM - EXECUTIVE COMMITTEE 5.5 In addition, at any time a quorum may fail to be present at any regular or special meeting of the Board of Directors, valid action may be taken by the Executive Committee if at least six (6) members of the Executive Committee are present. POWERS AND DUTIES - EXECUTIVE COMMITTEE 5.6 The Executive Committee shall have all of the authority of the Board of Ditectors in the management of the Corporation. All actions of the Executive Committee shall be reported to the Board at its next succeeding meeting. 5.6 The Executive Committee shall be responsible for electing officers of the Corporation including the Chairman of Board and other officers as outlined in Article 6. 5.7 The Executive Committee may make policy recommendations to the Board of Directors, andperform such other duties as specified by the Board of Directors or these bylaws. In the event of any conflict between actions or resolutions of the Board of Directors and the Executive Committee, the actions and/or resolutions of the Board of Directors shall prevail. Any member of the Executive Committee may require an item to be placed on the agenda for a meeting of the Board or the General Membership. 5.8 The Executive Committee shall employ an Executive Director (as outlined in Article 8) and any other staff deemed necessary including consultants. The Committee shall recommend the salary and other considerations of employment to be approved by the Board. The Executive Committee shall, when deemed necessary, be responsible for the termination of employment arrangements with any hired staff for the Corporation. TARRANT REGIONAL TRANSPORTATION COALITION Page 12 of 20 · _._----~.---..~."~'~----~~-~~-_._-'"_.~~-.-~_._~..............._-~ TERMS OF OFFICE - EXECUTIVE COMMITTEE 5.9 The terms of the Members of the Executive Committee shall be for a term of two (2) years commencing on July 1 st every odd-numbered year. The initial Members of the Executive Committee elected in 2004 shall serve a partial year up to June 30th, 2004, and for a term commencing July 1, 2004 and ending June 30th, 2005. 5.10 Regular meetings of the Committee shall be held at such time and place as the Chairman may determine, and a majority of the Members of the Committee shall constitute a quorum for the transaction of business. The Executive Committee shall keep minutes of its meetings. Meetings of the Executive Committee shall may be held by electronic, telephonic, or telefax methods, and by unanimous written, telefax, or electronic consent. All other provisions relating to meetings, including notice of meetings, shall be governed by these Bylaws relating to the Board of Directors as outlined in Article 3. MISCELLANEOUS 5.11 The designation of such Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any Member thereof, of any responsibility imposed upon it or him by law. \ TARRANT REGIONAL TRANSPORTATION COALITION Page 13 of 20 ARTICLE 6 OFFICERS OFFICERS 6.1 The Executive Committee shall, from its own membership, elect officers of the Corporation. The Corporation shall have, at a minimum, officers for the position of Chairman, Vice-Chairman/Chairman-Elect, a Secretary, a Treasurer, and an immediate past Chairman. The executive committee may elect such other officers as deemed necessary by the Committee. No two offices may be held by the same person. CHAIRMAN OF THE BOARD; DUTIES 6.2 The Chairman of the Board shall be elected from amongst the members of the Executive Committee (as outlined in Article 5.2) and shall be elected by the members of the Executive Committee prior to October 31 st of odd numbered years. The Chairman shall determine and designate a regular meeting date and a location for the all meetings of the Corporation and of all meetings of the Board of Directors and shall preside at all meetings. He/she shall be the Chief Executive Officer of the Corporation. When authorized by the Board of Directors, he/she may sign and execute in the name of the Corporation all authorized deeds, mortgages, bonds, contracts, letters of agreement, and all other instruments, except in cases where the signing and execution thereof shall have been delegated by Board action to some other officer or agent of the Corporation, or to the Executive Director. In general, the Chairman of the Board shall perform all duties incident to the Office of Chairman of the Board of a private corporation. CHAIRMAN-ELECT 6.3 In the absence or disability of the Chairman of the Board, the Vice-Chairman shall perform all the duties ofthe Chairman of the Board. The Vice-Chairman shall succeed the Chairman following the expiration of the term of office as Chairman of the Board if confirmed by election by the Board of Directors, or upon the resignation of the Chairman of the Board after which the Vice-Chairman shall serve as Chairman during said unexpired term. The Vice-Chairman shall perform such other duties as from time to time may be assigned to him/her by the Board of Directors. TARRANT REGIONAL TRANSPORTATION COALITION Page 14 of 20 SECRETARY 6.4 The Secretary shall keep or supervise the keeping of the Minutes of the meetings of the Members and the Board of Directors, in books provided for that purpose; he/she shall see that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law; he/she shall be custodian of the records of the Corporation; and in general he/she shall perform all duties incident to the office of a Secretary of a private corporation, and such other duties as from time to time may be assigned to him by the Board of Directors. TREASURER 6.5 The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited in the name of the Corporation, all monies or other valuable effects in such banks, trust companies, or other depositories as shall from time to time be selected by the Board of Directors; whenever requested, he/she shall file an account of the financial condition of the Corporation; and in general shall perform all of the duties incident to the office of a Treasurer of a private corporation, and such other duties as may be assigned him by the Board of Directors. ASSISTANT OFFICERS 6.6 The Board may elect one or more Assistant Secretaries and one or more Assistant Treasurers who mayor may not be Members of the Board of Directors. Each Assistant Secretary, if any, and each Assistant Treasurer, if any, shall hold office for the period and shall have the authority and shall perform the duties as the Board of Directors may prescribe. TERMS OF OFFICE - EXECUTIVE COMMITTEE 6.7 The term of office of all officers of the Corporation shall be for two years, or until their successors have been duly qualified and elected. Officers are eligible for re-election to their posts. TARRANT REGIONAL TRANSPORTATION COALITION Page 15 of 20 ._-~.~".~~_._._--,._"---------- ARTICLE 7 COMMITTEES COMMITTEES 7.1 The Board of Directors or Executive Committee, by resolution, may designate and appoint one or more committees, ad hoc or standing, for such purposes as the Board may determine, each of which shall consist of two or more Board Members. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or him by law. TARRANT REGIONAL TRANSPORTATION COALITION Page 16 of 20 -,...._-_._--~._-_..~,.--.._--- ARTICLE 8 EXECUTIVE DIRECTOR 8.1 The Executive Committee, as provided for in Section 5.1, shall employ an Executive Director of the Corporation and shall recommend his/her compensation to the Board for approval. DUTIES AND RESPONSIBILITIES 8. 2 An Executive Director shall be a paid chief staff officer who shall be responsible to the Chairman of the Board, the Board of Directors, and the Executive Committee. The Executive Director shall be the chief administrative and operating officer of the Corporation and have as his/her primary responsibility the general management and coordination of all organization activities as outlined in the Mission Statement and shall set the agenda for the meetings of the general membership or a meeting of the Board of Directors. The Executive Director shall direct all planning aimed at deciding methods to be used in carrying out the objectives of the Corporation and implementing Corporation policy. 8.3 The Executive Director shall be an ex-officio Member (without vote) of the Board of Directors. 8.4 The Executive Director shall serve at the pleasure of the Executive Committee. AUTHORITY 8.5 The Executive Director shall have the authority to act for the entire Board of Directors and the Executive Committee in emergencies and on interim-meeting matters, provided that the authority to take this emergency or interim action is either expressly approved by the Board of Directors in advance thereof, or is ratified by the Board subsequent thereto. TARRANT REGIONAL TRANSPORTATION COALITION Page 17 of 20 ARTICLE 9 MISCELLANEOUS 9.1 The Corporation shall keep correct and complete books and record of account and shall also keep minutes of the proceedings of its Members, ~oard of Directors, Executive Committee, and committees, and shall keep at the registered or principal office a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member or his/her agent or attorney for any proper purpose at any reasonable time. FISCAL YEAR 9.2 The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year. DUES 9.3 The Board of Directors shall determine ITom time to time the amount of the annual membership dues payable to the Corporation by each member entity. The initial dues schedule shall be that reflected in the Dues Schedule Addendum attached to these Bylaws. PAYMENT OF DUES 9.4 Upon payment of the required dues as established by the Board of Directors, any applicant entity that fits the. descriptions found in Article 2.2 or 2.3 shall become a member of the Corporation. The membership shall be renewed annually. Dues shall be payable in advance of the first day of January in each fiscal year and shall be made and ensured by interlocal agreement where applicable. Dues of a new member shall be prorated from the first day of the month in which the new member elects to join the Corporation for the remainder of the fiscal year of the Corporation. DEFAULT AND TERMINATION OF MEMBERSHIP 9.5 When any Member becomes in default in the payment of dues for a period of three months from the beginning of the fiscal year or period for which these dues become payable, its membership may be terminated by the Board of Directors . SEAL TARRANT REGIONAL TRANSPORTATION COALITION Page 18 of 20 -"'--~'----'~-----------..~...... 9.6 No corporate seal shall be required. WAIVER OF NOTICE 9.7 Whenever any notice is reql,lired to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. AMENDMENTS TO BYLAWS 9.8 These Bylaws may be altered, amended, or repealed and new Bylaws ¡pay be adopted by a quorum majority of the voting members of the Board of Directors present at any regular meeting or at any special meeting, if at least thirty (30) days' written notice is given of an intention to alter, amend, or repeal these Bylaws or to adopt new Bylaws at the meeting. TARRANT REGIONAL TRANSPORTATION COALITION Page 19 of 20 - -~. --------.----------- DUES SCHEDULE ADDENDUM Voting Membership Categories: Tarrant County.... .......... .................... ..... ................................... .............................. ..$15,000 Other Counties.... ............... ...................................................... .................................. .$5,000 Cities .................................. $0.10 times current population not to exceed $40,000 Chambers of Commerce ....................................................... ..;................................. .$1 ,500 Fort Worth Transportation Authority.................................................................. ......$1 0,000 Non-Voting Membership Categories: Business entities - lifetime members ....................... ..... ....... ............................ ...... ..$1 0,000 Business entities - sustaining members........ .... ..... ................ .................... ........ ..........$5,000 Business entities - associate level. ........... .......... ....... ........................................ ..........$2,500 Chambers of Commerce and transportation-related non-profit organizations ..............$500 Ex Officio members ........... ................. ........ ........ ..... ............... ........................ ............... ....$0 Unifiet leagues of neighborhood associations ... .................. ............. ........ ........ ............ .....$0 TARRANT REGIONAL TRANSPORTATION COALITION Page 20 of 20 Announcements and Information Apri/12, 2004 Council Member JoAnn Johnson: Announcements Me and Pooch will be playing popular music from the past fifty years at The Lotta Night Music Concert Series on Friday, April 16. The concert begins at 7pm at Green Valley Park. Call the Recreation Center for more information. Do your spring cleaning and bring your unwanted trash items to the Spring Community Clean Up. The event will be held on Saturday, April 24 at Tarrant County College-Northeast Campus 828 Harwood Road, Parking Lot E (located by the Tennis Courts). Proof of residency (driver's license or water bill) must be presented. Free tree to first 100 participants, compliments of Keep NRH Beautiful Commission. For information, call 817- 427-6650. Early voting for the City Council election begins on Wednesday, April 28th. Registered voters can vote at City Hall or at the Tarrant County Early Voting Center. Call the City Secretary for more information. Information Aøril24 Critter Connection North Hills Mall 10:00 a.m. - 6:00 p.m. Kudos Korner Every Council Meeting, we spotlight our employees for the great things they do. Officer Christopher Gent, Police Department - A NRH resident visited the NRH Police Department to verbalize his thankfulness for Gent's response to a call for service regarding the resident's daughter. Gent was courteous, polite, diligent in his investigation, and caring. Gent is an asset to the police department and the community.