Loading...
HomeMy WebLinkAboutCC 2002-04-22 AgendasCITY OF NORTH RICHLAND HILLS PRE - COUNCIL AGENDA APRIL 22, 2002 — 6:00 PM 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 22, 2002 City Council Meeting 5 Minutes 2. 1 2002 -063 Demonstration of the New Consumer Health Inspection Pentabs 10 Minutes 3. 1 2002 -061 May City Council Meetings 5 Minutes 4. 1 2002 -062 Discussion of Changes to R -3 Residential Development Standards 15 Minutes Review Ordinance Regarding Banners on Light Poles - 5. IR 2002 -064 Parkin Lots 10 Minutes 16. 1 Begin Nomination Process to the Long Range Capital Study 1 2002 -058 Committee 5 Minutes 04/22/02 City Council Agenda Page 1 of 4 POSTED y(ia (6OL Date aO qVVI Time City S'ecretary hh CITY OF NORTH RICHLAND HILLS CITY COUNCIL AGENDA APRIL 22, 2002 — 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 - Snow Heights Elementary Suzanne Nickle, Principal & Holly Benton, Librarian 3• Pledge - Snow Heights Elementary Suzanne Nickle, Principal & Holly Benton, Librarian 04/22/02 City Council Agenda Page 2 of 4 NUMBER ITEM ACTION TAKEN 4. Special Presentations Proclamation • National Volunteer of the Year - Ed Lesser, United Way and Presentation of Nominees and North Richland Hills Volunteer of the Year Recipient • National Day of Prayer • Adoptathon and Be Kind to Animals Week • National Organ and Tissue Donor Awareness Week - Toni Blevins & Shondale Alford Recognition Texas APCO Telecom municator of the Year 2001, Kim Killion, North Richland Hills Police Department Citicable NRH - Award of Distinction from The Communicator Awards 5. Removal of Item(s) from the Consent Agenda 6. Consent Agenda: a. Minutes of the Pre - Council Meeting April 08, 2002 b. Minutes of the City Council Meeting April 08, 2002 PW 2002 -006 c. Award of Contract for Engineering Services to Binkley & Barfield, Inc. for Rufe Snow Drive (Glenview Drive to Karen Drive ) - Resolution No. 2002 -031 04/22/02 City Council Agenda Page 3 of 4 NUMBER ITEM ACTION TAKEN Consideration of Action on all Matters 7. GN 2002 -035 Pertaining to the Award and Sale of General Obligation Refunding and Improvement Bonds and Approve Ordinance No. 2619 Consideration of Action on all Matters 8. GN 2002 -036 pertaining to the Award and Sale of Tax and Waterworks and Sewer System Revenue Certificates of Obligation, Series 2002 and Approve Ordinance No. 2620 9. PU 2002 -020 Award of the Professional Services Contract to Newman Jackson Bieberstein, Inc. in the Amount of $270,151 for the Neighborhood Parks Project - Resolution No. 2002 -033 Consideration of a request from Tommy Abbot 10. PS 2002 -14 M. D. for the approval of the Final Plat of Lots 1 -R and 22 -R, Block N of the Original Town of Smithfield Addition located in the 8300 block of Main Street 4.916 acres 11. PZ 2002 -08 Consider Rezoning of Two Tracts of Land owned by PCC Davis Property, LTD Located at 7821 and 7901 Davis Boulevard to R -3PD with Minimum Dwelling Unit Size of 1800 Square Feet - Ordinance No. 2616 (Tabled at the April 8, 2002 City Council Meeting) Consider Request from Allen Samuels Dodge 12. GN 2002 -037 for Ordinance Closing Blackman Road and a Portion of Lynn Terrace - Ordinance No. 2618 Approve Resolution Creating a Long Range 13. GN 2002 -038 Capital Study Committee - Resolution No. 2002 -032 14. a) Citizens Presentation b Information and Reports 115. Adjournment 04/22/02 City Council Agenda Page 4 of 4 POSTED yliGlba Date a•. 06 Qw, Time 6-! +,'- D City Secretar t"� By —_ INFORMAL REPORT TO MAYOR AND CITY COUNCIL No. IR 2002 -063 t. - Date: April 22, 2002 Subject: New Pen Tablets for Consumer Health The Consumer Health Division of Environmental Services recently took delivery of three new Fujitsu LTP Stylistic Pen Tablets. These PenTabs are small hand held computers that will enable the Consumer Health Inspectors to perform health inspections more efficiently. The software that Consumer Health uses to record and track health inspections in area businesses is loaded onto each PenTab, enabling the inspectors to record information during the actual inspection rather than after the inspection is finished. In the past the Inspectors would complete the inspection, taking notes as they proceeded, and then would have to take the time to write out the inspection form based on their notes before leaving the business. With these new hand held computers, the Inspectors will be able to enter data into the PenTabs as they go through the establishment and print a copy out for the business owner before they leave the establishment. In addition to saving time during the actual inspection, the PenTabs will also enable the Inspectors to download the inspections instantly into the office network. This will save additional time, as in the past, Inspectors would have to return to the office and spend time entering the inspection information into the office network system from their written reports. These new PenTabs will enable the Consumer Health Division to work more efficiently and spend more time helping community businesses achieve a safe and healthy environment for the citizens of NRH. 4 Res ectfully Submitted, Pam Burney, Environmenta ervices Director ISSUED BY THE CITY MANAGER NORTH RICHLAND HILLS, TEXAS INFORMAL REPORT TO MAYOR AND CITY COUNCIL No, IR 2002 -061 7 Date: Apri122, 2002 Subject: May City Council Meetings The City Council will need to meet following the May 4 election for the purpose of canvassing the election. Pursuant to the Texas Election Code, the canvass can be held not earlier than the third day or later than the sixth day after the Election Day. Therefore the canvass can be held between May 7 and May 10. It is staff s recommendation that the City Council meet on Tuesday, May 7 at 6:00 p.m. to perform the canvass. Additionally, the second Council meeting in May is the Memorial Day Holiday (May 27). Since this meeting falls on Memorial Day, it is staffs recommendation that the meeting be moved to Tuesday, May 28. Staff will be available during the pre - council meeting to discuss with Council. Respectfully Submitted, Patricia Hutson City Secretary ' INFORMAL REPORT TO MAYOR AND CITY COUNCIL No, IR 2002 -062 Date: April 22, 2002 Subject: Consider Changes to R -3 Residential Development Standards The City of North Richland Hills continues to get requests for smaller lots under the R3 Zoning District. Several Council members have expressed concerns over recent requests and have indicated the need to increase the size of houses and look at the requirement for side or rear entry garages. This item has been placed on the Council Briefing Agenda for discussion purposes to reach a consensus from City Council regarding possible changes to the R3 Development Standards. Staff would propose looking at the following: 1) Consider increasing home size to 1,800 square feet minimum 2) Consider requiring side or rear entry garages 3) Maintain existing minimum lot size of 7,500 square feet and 65 foot lot width Staff is seeking Council direction and would like to send general comments back to the Planning & Zoning Commission for a formal recommendation. Sincerely, John Pitstick Development Director ISSUED BY THE CITY MANAGER NORTH RICHLAND HILLS, TEXAS Zonina Reaulatlons City of North Richland HMIs Texas Table 4-1 Lot and Area Requirements R -1 R -2 R -3 Description Platted prior Platted after Platted prior Platted afte47,500 to 01/01/98 01/01/98 to 01101/98 01101198 1. Minimum Lot Area 13,000 s.f. 13,000 s.f. 9,000 s.f. 9,000 s.f. s.f. 2. Minimum Lot Width a. Interior Lots 85 ft. 85 ft. 70 ft. 72.5 ft. 65 ft. b. Comer Lot 85 ft. 85 ft. 80 ft. 80 ft. 1 75 ft. 3. 1 Minimum Lot Depth 120 ft 120 ft 110 ft. 110 ft. 1 100 ft. 4. Minimum Dwelling Unit Size 2,000 s.f. 2,300 s.f. 1,800 s.f. 2,000 s.f. 1,600 ft. 5. Minimum Front Building Line 25 ft. 25 ft. 25 ft. 20 ft. t 20 ft. 6. Minimum Side Building Line 10 ft. & 6 ft. 10 ft. & 6 ft. 10 ft. & 6 ft. 10 ft. & 6 ft. 6 ft. 7. Minimum Rear building Line 10 ft. 10 ft. 10 ft. 10 ft. 10 ft. 8. Maximum Structure Height 38 ft. 38 ft. 38 ft. 38 ft. 38 ft. 9. Rear Yard Open Space Area 20% of Lot 20% of Lot 20% of Lot 20% of Lot 20% of Lot Area Area Area Area Area 1. See Section 680, for lot width of irregular or cul de sac lots. 2. See Section 540 for Dwelling Unit Size Overlay District. 3. Except for corner lots, which shall have twenty feet on the side yard adjacent to a side street and not less than six feet on the other side. Subdivision submitted for approval prior to January 1, 1990, shall have six foot side yards, except for comer lots which shall have twenty feet on the street side and not less than six feet on the other side. 4. Except corner lots adjacent to a side street shall be at least twenty feet on the street side and not less than six feet on the other side. D. General Conditions - The following general conditions shall be required of all development located within the R -1, R -2, and R -3 Districts: 1. Fences: R -1, R -2, and R -3 Districts: See Article 10, Screening & Fencing Regulations. 2. Parking: R -1, R -2, and R -3 Districts: Off - street parking space shall be provided on the lots to accommodate four cars for each dwelling unit. At least two of such spaces shall be covered; however, no supporting member of any garage, carport or other automobile storage structure shall be located within the required front building line. See Article 8, Parking and Loading Regulations. 3. Accessory buildings: R -1, R -2, and R -3 Districts: See Article 6, Supplementary District Regulations. 4. Customary Home Occupations: R -1, R -2, and R -3 Districts: See Article 6, Supplementary District Regulations. 5. Garage Entry Requirements: a. R -1 and R -2 Districts: Within every Subdivision in which the subdivision plat is submitted for approval after January 1, 1990, only side entry, rear entry or front entry garages set back thirty (30) feet off the building line shall be allowed. b. R -3 District. None 6. Garage Entry Distance: Minimum distance between a side or rear property line and a garage entry shall be 20.5 feet. Article 4 Primary District Regulations 11/22/99 Page 4-3 110N5 AGGrp1 - =--- •-- • - -• --1 Fill r r INFORMAL REPORT TO MAYOR AND CITY COUNCIL No. _ IR 02 064 Date: April 18, 2002 Subject: Review Ordinance Regarding Banners on Light Poles Mayor Pro -Ter Russ Mitchell has requested that the City Council discuss the possibility of amending Ordinance 2374 related to allowing company names and advertising on light pole banners. It is our understanding that Mayor Pro -Ter Mitchell wants to allow banners in parking lots to provide business names or logos when they are permitted for seasonal advertising. Ordinance 2374 has a provision under the temporary signs to allow light pole banners. This is identified in the ordinance as 13.C.(12). Under these regulations it provides that a light pole banner shall not exceed 32 square feet in size. It also allows banner signs to be displayed for a period of 60 days and allows them three times within one year. Subsection h does indicate that the signs may be seasonal in nature but cannot describe a product, company name, or logo. This is the section that Mr. Mitchell is requesting to change. To allow this change would require an amendment to Ordinance 2374. If this is an area that Council would like to see changed then we would need to place it on a future agenda for consideration. Respectfully submitted, Larry J. unningham City Manager LJC /cs ISSUED BY THE CITY MANAGER NORTH RICHLAND HILLS, TEXAS e. Maximum Height A flag pole shall not exceed the following heights: _ (1) Twenty (20) feet in the R -7 -MF zoning district. (2) Fifteen (15) feet in the AG, R -1, R -2, R -3, R-4 -D, R -1 -S, R -6 -T, and R -8 zoning district. f. The maximum number of flags in any zone is limited to 4. X12. Light Pole Banner Signs a. A permit shall be required for Light Pole Banner Signs. b. Light Pole Banner signs shall be allowed in zoning districts shown in Table 10, Table of Permitted Signs. c. A single permit may be issued for multiple Light Pole Banner signs, a number which must be specified on the permit application. d. A Light Pole Banner Sign shall not exceed 32 square feet in size e. Light Pole Banner signs shall not project above the maximum height of the pole. f. Light pole Banner Signs shall be kept in good repair and remain securely attached in such a manner to withstand wind loads in accordance with the Uniform Building Code. g. Light Pole Banner Signs shall not be displayed for a period to exceed 60 days; nor shall a permit for Light Pole Banner signs be issued for the same property more then three times within a one year period. h. The primary message displayed on Light Pole Banner signs may be seasonal in nature and without the use of words describing a product company name or logo. _ 14. Sign Review Committee. A. Creation. There is hereby created a Sign Review Committee. The City Manager shall appoint at least (3) full time employees to perform as the Sign Review Committee. B. Purpose. The Sign Review Committee shall review requests and plans as this ordinance may require. C. Procedure. Any such requests and plans shall first be submitted to the Building Official for initial review. The Building Official shall forward same to the Sign Review Committee in no less than seven (7) working days. The Sign Review Committee shall meet as necessary. D. Decision. Upon receipt of requests of plan from the Building Official, the Sign Review Committee shall reach a decision with in seven (7) working days. Except as may be indicated otherwise, decision of the Sign Review Committee is final. When indicated in this ordinance, decisions of the Sign Review Committee may be appealed to the Sign Review Board. 15. Sign Review Board. A. Creation. There is hereby created a Sign Review Board. For the purpose of this Ordinance the North Richland Hills City Council shall serve as the Sign Review Board. 30 March 1, 2002 INFORMAL REPORT TO MAYOR AND CITY COUNCIL No, IR 02 -058 Date: April 22, 2002 Subject: Begin Nomination Process to the Long Range Capital Study Committee Tonight council will take action on a resolution that calls for creating a Citizen Capital Improvement Study Committee. The resolution not only outlines the charge, but also clarifies how the members are selected, and an estimated time frame for the committee. This item is being placed on pre - council to begin the process of nominating individuals to this committee. We are not asking council to appoint at this time as we expect this may take two to three meetings to acquire sufficient numbers. Once the required number is reached we will be asking council to appoint the twenty- member committee. Again, if you have names and would like to submit them we will take the names at the pre - council meeting. However, if you are not ready to submit your names there will be plenty of time as we suspect this will most likely appear on the next two meetings in May. Respectfully submitted, Larry J. unningham City Manager ISSUED BY THE CITY MANAG'IER NORTH RICHLAND HILLS, TEXAS Special Presentations Proclamation: National Volunteer of the Year Presenter: Mayor and Council Recipient: Ed Lesser, United Way NRH Volunteer of the Year Presentation: Award: NRH Volunteer of the Year Presenter: Mayor and Council Recipient: Runner's Up: Marilyn Boyle, Betsy Milligan, Kathy Parker. Winner is Pamela Elliot. See attached for information. Proclamation: National Day of Prayer Presenter: Mayor and Council Recipient: Local church pastors and representatives Proclamation: Adopt- a -Thon and Be Kind to Animals Week Presenter: Mayor and Council Recipient: Don Sharp, Animal Services Supervisor Proclamation: National Organ and Tissue Donor Awareness Week Presenter: Mayor and Council Recipient: Toni Blevins, NRH Consumer Health and Shondale Alford Certificate of Recognition Recipient: Kim Killion, NRH Dispatcher Presenter: Mayor and Council Description: Kim received the Texas APCO Telecommunicator of the Year Award for 2001. She's been employed as a NRH dispatcher since 1977. She teaches EMD classes throughout the Metroplex and is a valued employee in the Police Department. Award: Award of Distinction from The Communicator Awards Presenter: Jenny Mabry, Public Information Director Recipient: Jonathan Bryant, Citicable Coordinator Description: Citicable NRH received this award for the monthly program, Inside NRH. Volunteer of the Year Presentation: Mayor and Council will need to ask that the nominees for the Volunteer of the Year come to the front. The nominees are: Marilyn Boyle, any family, and her nominator, Frank Laminick from Open Arms Home She was nominated for her coordination of the fall luncheon and fund - raiser for Open Arms Home. She solicited donations for the silent auction, prepared gift baskets, and sought to provide the most enjoyable luncheon at the most cost effective price. Betsy Milligan, her husband, and her nominator, Pat Brown Betsy was nominated for her generous giving of her time and talent in educating children in the arts. She assisted with the Open Arms Home and sponsored a care group. She goes into elementary schools to help with art days and collected clothes for the Open Arms Home stores. Kathy Parker will not be present but can recognize her Kathy is a mentor to a single mother in the adopt a family program at the Community Enrichment Center. She works hard to connect with the family and is the perfect example of a mentor. Pamela Elliot, her family and her nominator, Robin Kuntz Pamela is the Founder and President of God's Country Kids. Ten to twelve times per month, she loads up her car with sound systems and microphones, drives to nursing homes, children's homes and hospitals to organize and host shows that entertains others. Last year, they sang at over 140 locations. The work she does not only benefits the elderly and less fortunate, it also provides the children who participate with her a valuable experience. And the 2001 Volunteer of the Year for North Richland Hills is: Pamela Elliot PROCLAMATION Whereas, the basis fora safe anb probuctive America is the people's willinSness to work together to finb solutions to our serious social problems, anb Whereas, volunteer communitvi service is crucial in this time of peril anb limiteb government resources; anb Whereas, our volunteer force, more than 100 million people strong, is the fighting force behinb making our countrH's solutions become a realitti; anb Whereas, experience proves that together as volunteers we can help change the lives of others while changing our own; anb Whereas, it is the responsibilitti of all our citizens to seep answers anb solutions to the problems, such as chilb abuse, poverhi, illiteracM, homelessness anb violence that plague our countrH; anb Whereas, it is the but4 of all citizens to honor the people who have bonateb their time, energtl, anb strength to malii ig our communities anb our entire nation a safer anb more probuctive place to live; anb Whereas, our presibent has calleb on all citizens to consiber a two i1ear commitment to volunteer at least 4,000 hours in various areas of our national life. Now, therefore, 1, Charles Scoma, Manor of North Richlanb Hills bo hereN proclaim April 21 -27, 2002 as: "NATIONAL VOLVNTE£R WEEK" in North Richlanb Hills, Texas anb urge mM fellow citizens to observe this weelt N recognizing the inbivibuals who have mate a bifference in our communitM anb nation. Volunteer service allows people an opportunitm to connect with one another while world"" together towarb solving our communitli's serious social problems anb ensuring our countrli's national securltli. IN WITNESS WHER£Of. l have hereunto set M'4 hanb anb causeb the seal of the ON of North Richlanb Hills to be affixeb this the s' ba,4 of April oz*� Charles Scoma, Matior NRH CiTY Of NORTH RICHLAND HILLS rnoCLAMAT1ON WHEREAS, the first Continental Congress calleb for balls of fasting anb pra ,Her as earltl as 1775 when thevi establisheb our nation; anb WHEREAS, i" 1$63 Presibent Lincoln proclaimeb a bati of humiliation, fasting anb pra ,4er; anb WHEREAS, in 1952 in a joint resolution signeb N Presibent Trtiman anb Congress, fli" beclareb an annual ba-4 of pra ,4er, anb WHEREAS, in 198th Presibent Reagan signeb the law perrnanenN amenbins that ball to thereafter be the first ThursbAM of each Ma ,4, as a permanent ba,4 for the National Da,4 of PrAMer, anb WHEREAS, throughout the histor4 of our nation, man,4 citizens anb leabers of our nation have relieb upon the power of pratler to hear from Gob in heaven anb receive bivine inspiration, birection, protection, strength, wisbom anb comfort, both in times of peace anb war, anb in bistress anb abunbancc. anb WHEREAS, Tke National Da,4 of Pratler is an opportu"it►i for Americans of all faiths to join in uniteb pra ,4er to acknowlebse our bepenbence upon Gob, to give thanits for blessings receiveb, to request healing for wounbs enbureb, anb to ask Gob to Suibe our leabers anb tM"S wholeness to the Vniteb States anb her Citizens; NOW, THEREFORE, 1, Charles Scoma, Ma ,4or of the Cit4 of North Richlanb Hills, Texas, bo hereN proclaim Tliursba ,4, Mall 2, 2002 as "NATIONAL DAY Of PRAYER" anb encourage citizens of the Cites of North Richlanb Hills to unite togetlher to pra-4 for our citizens, our leabers, our militarH anb our nation. IN WiTNESS WHEREOF, l have hereunto set M11 hanb anb causeb the seal of the Cites of Nordi Richlanb Hills to be affixeb this the 22 ", ba14 of April 2002. Charles Scoma, Maijor PROCLAMATION WHEREAS, bogs anb cats Sive companionship anb share the Domes of over 5'0,000,000 inbivibuals in the Vniteb States: anb WHEREAS, two unaltereb cats anb their kittens can probuce 420,000 more kittens in seven bears anb two unaltereb bogs anb their puppies car+ probuce 67,000 more bogs in six vicars: a »b WHEREAS, the problem of pet overpopulation costs the taxpa -4ers of North Richly »b bills thousarbs of bollars atmuall4 through a "imal service programs "j"s; to cope with the thousanbs of unwanteb pets: anb WHEREAS, The North Richly»b Hills Animal Aboptior arb Rescue Center provibes a safe haven for unwanteb anb abanboneb animals anb the Humane Divisio" is bebicateb to finbinS homes for all aboptable bogs anb cats in our care: anb WHEREAS, veterinarians, humane societies anb National anb local animal protection organizations are worklnS together to ensure the aboption of 1,5'00 pets in the Metroplex buri"S "We Neeb You in 2002" Aboptathon anb Be Kinb to Animals Weelt: anb WHEREAS, veterinarians, humane societies, national anb local animal protection organizations have joineb together again to abvocate pet aboptiors at local animal shelters or Aboptathon, Mat14, 2002: anb WHEREAS, The Cites of North Richlanb Hills or Ma,4 4 will celebrate "We Neeb You in 2002" Aboptathon with the Paws for the Cause Wallwhon NOW, THEREFORE, 1 Charles Scoma, Ma ,4or of the CiN of North Richly"b Hills, Texas bo hereby proclaim Ma,4 4 - 11, 2002 as: "We Nees You i" 2002 Abopuflh a "b tae Ki »b to ANimals Week" IN WITNESS WEHREOI=, 1 have hereunto set mH hanb anb causeb the seal of the CiN of North Richlanb Hills to be affixeb this the 22 "' bati of April 2002. Charles Scoma, Ma ,4or Citj of North Richlanb Hills PROCLAMAT10N Whereas, one of the most nmeaningful gifts that one human berg can bestow upon another is the precious gift of life, anb Whereas, the neeb for organs a »5 tissues far surpass the "umber bo "ate each dear: anb Whereas, LifeGift Organ Donatiol1 Center, CommuniN Tissue Services anb Transplant Services, are involveb in anb support organ bonation programs in Tarrant anb surrounbing counties of North Texas; a »b Whereas, the above narneb groups are members of anb support the efforts of the Coalition on Oran arib Tissue Donor Awareness of North Texas, anb Whereas, organ a »b tissue recover4 sig »ificaiiN irureaseb it the Southeast, North, anb West regions of the state, anb Whereas, the Department of Health anb Human Services augmenteb these efforts N awarbing LifeGift grants to support intensive ebucation anb training programs. NOW, THEREI:ORE, 1, Charles Scoma, Manor of North Richlanb Hills, Texas bo hereN proclaim April 21 -27, 2002 as: "NATIONAL ORGAN AND TiSSVE DONOR AWARENESS WEEK" in the Citti of North Richlanb Hills anb urge all citizens, health care professionals, ebucators, mebia anb public anb private organizations concerneb with organ bonation anb transplantatio" to join us in supporting this humanitarian effort. IN WITNESS WHEREOF, i have hereunto set M'4 hanb anb causeb the seal of the Cit4 of North Richlanb Hills to be affixeb this the 22 "' bAM of April Charles Scoma, Ma ,4or MINUTES OF THE PRE - COUNCIL MEETING OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, HELD IN THE PRE - COUNCIL ROOM AT CITY HALL, 7301 NORTHEAST LOOP 820 - APRIL 8, 2002 — 6:00 P.M. Present: Charles Scoma Russell Mitchell Frank Metts, Jr. JoAnn Johnson David Whitson Joe D. Tolbert T. Oscar Trevino Larry J. Cunningham Randy Shiflett Steve Norwood Greg Vick Patricia Hutson Alicia Richardson George Staples Paulette Hartman John Pitstick Larry Koonce Mike Curtis Pam Burney Jenny Mabry Jim Browne Richard Kitchen Bill Thornton Chris Swartz Absent: Lyle E. Welch Mayor Mayor Pro Tern Councilman Councilwoman Councilman Councilman Councilman City Manager Deputy City Manager Assistant City Manager Assistant City Manager City Secretary Assistant City Secretary City Attorney Asst. to the City Manager Director of Development Finance Director Public Works Director Environmental Services Director Communications Director Parks & Recreation Director Assistant Police Chief Assistant Parks & Recreation Director Aquatic Manager Councilman ITEM DISCUSSION ASSIGNMENT CALL TO ORDER Mayor Scoma called the meeting to order at 6:00 p.m. DISCUSS ITEMS Agenda Item 6j — PU 2002 -017 — Councilman NAN FROM REGULAR Trevino inquired if the citizens were satisfied APRIL 8, 2002 CITY with the project. Mr. Curtis advised that the COUNCIL AGENDA project was complete, Staff has talked with the property owners and they are satisfied with project. Mr. Curtis advised that the contractor has indicated he planned to be present at the Council meeting regarding the liquidated damages being assessed against the contractor for time over -run. Pre Council Minutes April 8, 2002 Page 2 DISCUSS ITEMS FROM REGULAR APRIL 8, 2002 C/Ty COUNCIL AGENDA (continued) Agenda Item No. 13 — PU 2002 -018 — Councilman Trevino questioned if there was a reason K -E -F was not included in the list of firms who received RFP's. Mr. Browne advised that KEF did not have the expertise for this project; that KEF did not have a landscape architect with the needed expertise for the project. NAN IR 2002 -053 Mr. Curtis advised that Public Works Staff had MIKE C. I STEVE N. I REQUEST OF met with Tarrant County Staff and the engineer JENNY M. TARRANT COUNTY regarding the construction and traffic control FOR TEMPORARY plan for the section of Rumfield Road between CLOSURE OF Davis Boulevard and Eden Road. Tarrant RUMFIELD ROAD County will be participating in the construction of TO THROUGH the road. The County's participation and TRAFFIC DURING proposed 2 to 3 1/2 foot street cuts will present CONSTRUCTION challenges in keeping the road open to through traffic. Staff presented to Council a plan to keep the road open to through traffic and a plan to close the road to through traffic during the construction. Negatives to consider if the road is kept open to through traffic are additional construction time will be needed (approximately 3 to 4 months longer), safety concerns of employees and motorists and increase costs. If the Council elects to close the road to through traffic detours will be available and Tarrant County will be able to complete the project earlier (4 to 5 months earlier), road will only be closed to through traffic approximately two months during the summer, and cost will be less. Staff discussed with Council the detour routes and the signage for the detours. Council questioned the timing of the construction work to be done on Kirk. Staff advised sub -grade work was scheduled for Kirk and that Staff will coordinate the timing of Kirk. It was suggested that if traffic would be detouring to Kirk, Staff might want to wait until after Rumfield was completed to schedule Kirk. Council was concerned with the safety factor of Rumfield remaining open during construction and consensus was to close Rumfield Road to through traffic. Council requested sufficient signage be provided to notify drivers of detours Pre Council Minutes April 8, 2002 Page 3 and also to use as many means possible to inform the public of this closure. Council consensus was to approve Plan B to close Rumfield Road as Tarrant County requested. IR 2002 -049 Mr. Cunningham explained that at this time Staff STEVE N. DISCUSSION OF was not requesting names for the committee, RESOLUTION but was seeking Council consensus on the CREATING A overall process of creating the committee. Mr. PROCESS OF Cunningham advised that based on discussion APPOINTING at the last Pre - Council meeting, staff had drafted CITIZENS TO A a resolution creating a study committee where LONG RANGE each council member would nominate two CAPITAL members to the committee for a total of 16. The PLANNING STUDY charge to the committee is as discussed during COMMITTEE the last Pre - Council meeting. Council questioned why the 4 chairs from the Planning & Zoning Commission, Park and Recreation Board, Animal Shelter Advisory Committee and Library Board were not included in committee as previously discussed. Staff advised that representatives from each of the four boards could be added to the committee membership. Council consensus was to have representatives from the four boards a part of the committee and that the each board would elect their representative. The individual will continue to represent the Board throughout the duration of the committee work assignment even if the individual does not remain on the board after council elections. Staff will bring a resolution creating the process for the appointment of the committee to Council for action at the April 22 Council meeting. IR 2002 -052 Mr. Pitstick updated the Council on the Job NAN UPDATE ON JOB Access Grant with the North Central Texas ACCESS GRANT Council of Governments. Staff advised the six participating cities include North Richland Hills, Bedford, Grapevine, Haltom City, Hurst and Arlington. COG has contract with "The T' to provide shuttle service from the stations. COG is encouraging each city to start with one shuttle and one employer. COG is requesting $4,000 from each city for initial planning expense. Pre Council Minutes April 8, 2002 Page 4 Charles Scoma — Mayor ATTEST: Patricia Hutson — City Secretary North Richland Hills has already set aside $30,000 for a 50% match to cover the cost of service within city for one year. ADJOURNMENT Mayor Scoma announced at 6:27 p.m. that the Council would adjourn to Executive Session for consultation with Attorney as authorized by Government Code Section 551.071 for a) Shelton v. North Richland Hills, b) Davis v. North Richland Hills, and c) Crane Road — Eminent Domain. Mayor Scoma announced at 6:40 p.m. that the Council would adjourn to the regular Council meeting Charles Scoma — Mayor ATTEST: Patricia Hutson — City Secretary MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, HELD IN THE CITY HALL, 7301 NORTHEAST LOOP 820 — APRIL 08, 2002 - 7:00 P.M. 1. CALL TO ORDER Mayor Scoma called the meeting to order April 08, 2002 at 7:00 p.m. ROLL CALL Present: Charles Scoma Russell Mitchell Frank Metts, Jr. JoAnn Johnson David Whitson Joe D. Tolbert T. Oscar Trevino, Jr Staff: Larry J. Cunningham Randy Shiflet Steve Norwood Greg Vick Patricia Hutson Alicia Richardson George Staples Absent: Lyle E. Welch Mayor Mayor Pro Tern Councilman Councilwoman Councilman Councilman Councilman City Manager Deputy City Manager Assistant City Manager Assistant City Manager City Secretary Assistant City Secretary Attorney Councilman 2. INVOCATION Student from Green Valley Elementary gave the invocation. 3. PLEDGE OF ALLEGIANCE Students from Green Valley Elementary School led the pledge of allegiance. 4. SPECIAL PRESENTATIONS Proclamations - City Council Minutes April 8, 2002 Page 2 Richland Hills Church of Christ Single Parent Family Week Mayor Scoma presented proclamation to Ms. Pam McKnight, Single- Parent Family Minister, Richland Hills Church of Christ. BISD — National D.A.R.E. Day Mayor Scoma presented proclamation to Ms. Brenda Allen, representing BISD and Principal of Green Valley Elementary. Alliance for Children — National Child Abuse Month Mayor Scoma presented proclamation to Ms. Diana Davis, representing Alliance for Children. Presentations - Certificate of Recognition to Haley Whatley and Beth Riley Mayor Scoma presented Certificates of Recognition to Haley Whatley and Beth Riley. Ms. Whatley coordinated the donation of over 650 stuffed animal rabbits to Cook Children's Hospital for Easter. Ms. Riley, Principal of Fort Worth Christian Academy, assisted Ms. Whatley with the coordination of her donation. Texas Recreation and Parks Society Annual Conference: "2002 Excellence in Planning Award" — North Richland Hills City Image Study Ms. Stacey Laird, President of Texas Recreation and Parks Society, presented to Mr. Jim Browne, Parks and Recreation Director, Mr. Bill Thornton, Assistant Parks and Recreation Director, and Mr. Dalan Walker, Parks Capital Projects Superintendent with the 2002 Excellence in Planning Award for the City Image Study. Ms. Laird presented to Mr. Jim Browne the 2002 "President's Award ". Mr. Browne served as Awards Chair for the 2001 & 2002 Texas Recreation and Parks Society Awards Program and was presented the award for his commitment to enhancing the Awards Program and instilling integrity, inclusion and entertainment into the awards process. 5. REMOVAL OF ITEM(S) FROM THE CONSENT AGENDA None. City Council Minutes April 8, 2002 Page 3 6. APPROVAL OF CONSENT AGENDA ITEMS APPROVED A. MINUTES OF THE PRE - COUNCIL MEETING MARCH 25, 2002 B. MINUTES OF THE COUNCIL MEETING MARCH 25, 2002 C. GN 2002 -030 CONSIDERATION OF LANDSCAPE USE AND MAINTENANCE AGREEMENT WITH THE TEXAS DEPARTMENT OF TRANSPORTATION FOR AN ENTRY WAY MONUMENT SIGN - RESOLUTION NO. 2002 -021 D. GN 2002 -031 RESOLUTION AUTHORIZING EMINENT DOMAIN ACQUISITION OF PARCELS FOR CRANE ROAD WIDENING - RESOLUTION NO. 2002 -022 E. PU 2002 -013 AWARD OF BID TO JDC CONSTRUCTION IN THE AMOUNT OF $48,900 FOR THE TENNIS COURT RESURFACING PROJECT AT RICHLAND TENNIS CENTER - RESOLUTION NO. 2002 -024 F. AWARD OF BID TO VMC LANDSCAPE SERVICES IN THE AMOUNT OF $125,628 FOR THE CONTRACT MOWING OF RIGHTS -OF -WAY - RESOLUTION NO. 2002 -027 G. PU 2002 -015 AUTHORIZE EXTENSION OF ANNUAL CONTRACT FOR AQUATIC CHEMICAL SUPPLIES TO DCC INC. - RESOLUTION NO. 2002 -028 H. PU 2002 -016 AWARD ANNUAL FOOD SUPPLY CONTRACT FOR NRH2O TO BEN E. KEITH FOODS - RESOLUTION NO. 2002 -029 I. PU 2002 -017 AWARD BID FOR GROUNDS MAINTENANCE EQUIPMENT TO SAGINAW IMPLEMENT COMPANY AND PROFESSIONAL TURF PRODUCTS J. PAY 2002 -001 APPROVE FINAL PAYMENT TO RICHARD CARR CONSTRUCTION CO. FOR TOURIST DRIVE PAVING AND DRAINAGE IMPROVEMENTS K. PAY 2002 -002 APPROVE FINAL PAYMENT TO MIDSTATE CONSTRUCTION SERVICES, INC. FOR THE WATAUGA ROAD BOOSTER PUMP STATION L. PAY 2002 -003 APPROVE FINAL PAYMENT TO MCCLENDON CONSTRUCTION CO., INC. FOR THE MISCELLANEOUS 2000 STREET IMPROVEMENTS City Council Minutes April 8, 2002 Page 4 MAYOR PRO TEM MITCHELL MOVED, SECONDED BY COUNCILMAN TREVINO TO APPROVE THE CONSENT AGENDA. Motion to approve carried 6 -0. 7. PS 2002 -10 CONSIDERATION OF A REQUEST FROM WILLIAM PRUITT FOR THE APPROVAL OF THE FINAL PLAT OF LOT 2, BLOCK 1, RUFE SNOW CENTER ADDITION (LOCATED AT 7800 RUFE SNOW DRIVE - 3.0 ACRES) APPROVED Mr. Jack Pruitt, applicant, was present to answer any questions from the Council. Mr. John Pitstick summarized the final plat as it relates to city ordinances and codes. Mr. Pitstick advised Council that the Planning and Zoning Commission approved request at their March 14, 2002 meeting. Staff recommends approval of PS 2002 -10, final plat of Lot 2, Block 1, Rufe Snow Center Addition, as recommended by the Planning and Zoning Commission. COUNCILMAN METTS MOVED, SECONDED BY COUNCILWOMAN JOHNSON, TO APPROVE PS 2002- 10 AS RECOMMENDED BY THE PLANNING & ZONING COMMISSION. Motion to approved carried 6 -0. 8. PS 2002 -11 CONSIDERATION OF A REQUEST FROM GREATER N.R.H. REALTY PARTNERS, LTD. FOR THE APPROVAL OF THE FINAL PLAT OF LOTS 1 -28, BLOCK 1 NORTHRIDGE MEADOWS ADDITION (LOCATED WEST OF HOLIDAY LANE AND NORTH OF HIGHTOWER DRIVE - 7.6 ACRES) APPROVED Mr. Victor Musasia, representing applicant, was available to answer questions from Council. Mr. John Pitstick, Director of Development, advised Council that the request does meet the R -2 zoning standards and that the Planning and Zoning Commission did recommend approval with the addition of a 10 -foot utility easement along Holiday Lane right -of -way and a requirement that the homeowner association maintain the masonry fence that backs up to Holiday Lane. The applicant has submitted a revised plat that complies with the Commission's stipulations. City Council Minutes April 8, 2002 Page 5 COUNCILWOMAN JOHNSON MOVED TO APPROVE PS 2002 -11, A FINAL PLAT OF LOTS 1 -28, BLOCK 1 NORTHRIDGE MEADOWS ADDITION AS RECOMMENDED BY THE PLANNING AND ZONING COMMISSION. COUNCILMAN WHITSON SECONDED THE MOTION. Motion to approve carried 6 -0. 9. PZ 2002 -08 PUBLIC HEARING TO CONSIDER A REQUEST FROM THE HOOVER/KLEIN GROUP, INC. TO REZONE TWO TRACTS OF LAND FROM C -1 COMMERCIAL TO R -3 RESIDENTIAL (LOCATED AT 7821 AND 7901 DAVIS BOULEVARD) — ORDINANCE NO. 2616 PUBLIC HEARING CLOSED AND ORDINANCE TABLED TO APRIL 22, 2002 Mr. Bryan Klein, a partner with the Hoover /Klein Group, Inc., was representing PPC David Property Limited. Mr. Klein informed Council he was facilitating the application for PPC David Property Limited. Mr. Klein explained that the application before Council is for a portion of the property, stating that when the property was acquired the initial thought was to develop it for commercial zoning, which it is presently zoned. After discussion it was found that the property was too deep off of Davis Boulevard to be fully developed. Mr. Klein advised Council the next option would be to include an additional row of homes to the east of Ember Oaks Subdivision. Mr. Klein advised Council the lots would be the same as the Ember Oaks Subdivision and would conform to the same zoning. Mr. Klein reviewed the uses likely used for the remainder of the property (corner of Davis /Bursey both northeast and southwest corners). The possible uses included office, commercial, strip center or bank. Mr. Klein remarked that the Planning and Zoning Commission had concerns with the minimum square footage (1600 sq. ft) required in R -2 Residential zoning. Mr. Klein informed Council that the applicant and owner are prepared to commit to an 1800 square foot house. Council discussed the minimum square footage and the best way to approve request to require a minimum of 1800 square foot homes. Mr. Gary Cantrell, General Partner with PPC Property, addressed the Council and reaffirmed they were committed to 1800 square foot homes. Council expressed concerns that although applicant was committed to a minimum of 1800 square foot homes council could not add a stipulation to restrict the homes to 1800 square feet, because R -3 requires a minimum of 1600 square feet. Council was in favor of and discussed R -2 zoning that would restrict the house sizes to 1800 square feet. City Council Minutes April 8, 2002 Page 6 Mr. Cantrell advised they plan to deed restrict the house sizes to 1800 square feet. Mr. Cantrell advised that they would not want to consider R -2 zoning at this time. Attorney Staples advised that Council would be unable to enforce any restrictions tonight to 1800 square foot homes - cities do not enforce deed restrictions. Mr. Staples advised that Council had two options available to keep the lot sizes at R -3 and increase the size of the homes: 1) an R -3 PD would allow conditions to be placed on the request or 2) amend the R -3 zoning requirements. Mr. Staples advised that a planned development could be accomplished at a future Council meeting without sending it back to the Planning & Zoning Commission. Mr. Staples advised it would be difficult to put a planned development together tonight. Mr. Klein clarified that council's only concern with the use of property for single family homes was the size of the homes to be placed on the lots. His understanding was that the Council was not concerned with setbacks, number or size of lots, etc. but with the square footage of the homes. Mr. Pitstick summarized the request and presented staff recommendations and the recommendation from the Planning & Zoning Commission. Mr. Pitstick advised the request was a straight zoning request from C -1 to R -3 on a 5.1 acre site located near the southwest corner of Bursey Road and Davis and a 4.3 acre site located near the northwest corner of the same intersection. The Planning and Zoning Commission recommended approval of the request. Mr. Staples suggested that Council close the public hearing and direct staff to work with the applicant to develop property as a R -3 PD. This would require fewer deviations from the standard zoning than a R -2 application. Mr. Staples felt it could probably be done in time for the next council meeting. Mr. Pitstick agreed with the Attorney. Mr. Pitstick advised that a simple PD with a stipulation that the minimum house size would be greater than current R -3 standards could be brought to Council at their next meeting without going to back to the Planning & Zoning Commission. Mayor Scoma opened the public hearing and called for anyone wishing to speak in favor of the request to come forward. There being no one wishing to speak in favor, Mayor Scoma called for anyone wishing to speak in opposition to come forward. Mr. Dan Westfall, 7912 Woodland Drive, was concerned with the swell behind his home — would like to know if they plan to alter or make some other type of accommodation for the water. City Council Minutes April 8, 2002 Page 7 Mr. Jeff Dappvich, 8028 Fireside Drive, did not wish to speak but wished to enter into record that he was in favor of R -2 rather than R -3 zoning. Mr. Curtis addressed the drainage concerns of Mr. Westfall. Mr. Curtis advised that construction plans for the site have not been submitted to the City but all developments are required to follow the City's design criteria for drainage as well as other development issues. If there is an existing channel the developer will be required to meet the city's ordinances. There being no one else wishing to speak, Mayor Scoma closed the public hearing. COUNCILMAN TOLBERT MOVED TO TABLE PZ 2002 -08, ORDINANCE NO. 2616 UNTIL APRIL 22, 2002 COUNCIL MEETING WITH A VIEW TO CONSIDER AN R -3PD ON THE PROPERTY. COUNCILMAN TREVINO SECONDED THE MOTION. Motion to table carried 6 -0. 10. PZ 2002 -09 PUBLIC HEARING TO CONSIDER A REQUEST BY MARK D. LONG FOR A ZONING CHANGE FROM AG AGRICULTURE TO R -1 -S SPECIAL SINGLE FAMILY (LOCATED AT 9200 RUMFIELD ROAD -1.6 ACRES) ORDINANCE NO. 2617 APPROVED Mr. Mark Long, applicant, briefly summarized his request for Council. Mr. Pitstick summarized the request and presented Staff and Planning and Zoning recommendations. Mr. Pitstick advised request is for the rezoning of a 1.677 -acre site from AG to R -1 -S Special Single Family. The purpose of the rezoning is to allow the construction of a single - family residence. Approval of the zoning request will require recognition of a change to the Comprehensive Plan from open space and office uses to low density residential. The Planning and Zoning Commission recommended approval of the request. Mayor Scoma opened the Public Hearing and called for anyone wishing to speak in favor or opposition to come forward. There being no one wishing to speak, Mayor Scoma closed the Public Hearing. City Council Minutes April 8, 2002 Page 8 COUNCILMAN TOLBERT MOVED TO APPROVE PZ 2002 -09, ORDINANCE NO. 2617, AS RECOMMENDED BY THE PLANNING & ZONING COMMISSION AND TO CHANGE THE COMPREHENSIVE PLAN TO REFLECT R -1 -S. COUNCILMAN TREVINO SECONDED THE MOTION. Motion to approve carried 6 -0. 11. GN 2002 -032 CONSIDER NAME CHANGE RECOMMENDATION FOR NRH ANIMAL SHELTER — RESOLUTION NO. 2002 -023 APPROVED Mr. Greg Vick advised the Facilities Naming Board is recommending approval of the request from Environmental Services Director. Ms. Pam Burney, Environmental Services Director, explained the reasoning for the name change to NRH Animal Adoption and Rescue Center. COUNCILMAN METTS MOVED TO APPROVE GN 2002 -032 RENAMING THE ANIMAL SERVICES CENTER TO THE NRH ANIMAL ADOPTION AND RESCUE CENTER. COUNCILMAN TREVINO SECONDED THE MOTION. Motion to approve carried 6 -0. 12. GN 2002 -034 APPOINTMENT TO PLACE 3 ON THE BEAUTIFICATION COMMISSION APPROVED Mayor Scoma advised Ms. Ruth Ann Smith had been nominated to serve in Place 3 on the Beautification Commission. COUNCILMAN METTS MOVED, SECONDED BY COUNCILWOMAN JOHNSON, TO APPROVE GN 2002 -034 APPOINTING MS. RUTH ANN SMITH TO PLACE 3 ON THE BEAUTIFICATION COMMISSION, TERM EXPIRING 613012002. Motion to approve carried 6 -0. City Council Minutes April 8, 2002 Page 9 13. PU 2002 -018 AWARD OF THE PROFESSIONAL SERVICE CONTRACT TO TEAGUE NALL AND PERKINS, INC. IN THE AMOUNT OF $334,250 FOR THE WALKER'S CREEK TRAIL AND BICYCLE TRANSIT STATION — RESOLUTION NO. 2002 -025 APPROVED Mr. Jim Browne, Parks and Recreation Director, presented the request. The Walker's Creek Trail and Bicycle Transit Station is an ISTEA Enhancement grant project for the design and construction of 2.45 miles of off -road multi -use trail and .8 miles of on -road trail. Total cost for trail project is $2,205,000. The Federal share is $1,684,000 and the City's share is $421,000. Staff's recommendation is to award the professional services contract to Teague Nall and Perkins, Inc., in the amount of $334,250 for the Walker's Creek Trail and Bicycle Transit Station and approve Resolution No. 2002 -025 authorizing the City Manager to execute the contract. COUNCILMAN TOLBERT MOVED, SECONDED BY COUNCILMAN WHITSON, TO APPROVE PU 2002 -018, RESOLUTION No. 2002 -025. Motion to approved carried 6 -0. 14. PU 2002 -019 AWARD OF THE PROFESSIONAL SERVICES CONTRACT TO MESA DESIGN GROUP, IN THE AMOUNT OF $27,500 FOR BLEACHER SHADE STRUCTURES AT WALKER'S CREEK AND CROSS TIMBERS PARKS — RESOLUTION NO. 2002 -026 APPROVED Mr. Jim Browne, Parks and Recreation Director, advised the approved Parks and Recreation Facilities Development CIP includes funding for the design and construction of permanent bleacher shade structures at Cross Timbers Park and Walker's Creek Park. Staff negotiated a contract in the amount of $27,500 for the professional and technical services necessary for fabrication and installation of the structures. Recommendation of Staff is to award the professional services contract to MESA Design Group, in the amount of $27,500 for Bleacher Shade Structures at Walker's Creek Park and Cross Timbers Park and approve Resolution No. 2002 -026 authorizing the City Manager to execute the contract. COUNCILWOMAN JOHNSON MOVED, SECONDED BY MAYOR PRO TEM MITCHELL, TO APPROVE PU 2002 -019, RESOLUTION No. 2002 -026. Motion to approve carried 6 -0. City Council Minutes April 8, 2002 Page 10 15. PW 2002 -004 APPROVE 2002 STREET MAINTENANCE PROGRAM APPROVED Mr. Mike Curtis, Public Works Director, presented the 2002 Preventive Street Maintenance program. The program consists of asphalt overlay of 13 streets, slurry seal of 15 streets, crack seal of 24 streets and whitetopping of one intersection. The CIP Committee and staff recommend approval of the 2002 Preventive Street Maintenance Program. COUNCILMAN WHITSON MOVED, SECONDED BY MAYOR PRO TEM MITCHELL, TO APPROVE PW 2002 -004, APPROVING THE 2002 STREET MAINTENANCE PROGRAM. Motion to approve carried 6 -0. 16. PW 2002 -005 APPROVE NEW TRAFFIC SIGNAL ALONG MID - CITIES BOULEVARD AT ENTRANCE TO HOME TOWN FOR THE LAND USE TRANSPORTATION JOINT VENTURE PROGRAM — RESOLUTION NO. 2002 -030 APPROVED Mr. Mike Curtis, Public Works Director, presented the request. MAYOR PRO TEM MITCHELL MOVED, SECONDED BY COUNCILMAN WHITSON, TO APPROVE PW 2002 -005, RESOLUTION No. 2002 -030. Motion to approve carried 6 -0. 17. A. CITIZENS PRESENTATION Mayor Scoma advised he had a request to speak from Rodney Reynolds, Richard Carr Construction Company. Mr. Reynolds was not present. Mayor Scoma recognized Mr. James Lallande, representing Emerald Lakes Homeowners Association. Mr. Lallande, 8425 Emerald Circle, advised that also in attendance were other members and officers of the Homeowners Association. Mr. Lallande spoke in regards to an issue with a retaining wall around Emerald Lakes. Mr. Lallande advised the homeowners association did not have the funds to repair or replace the wall. City Council Minutes April 8, 2002 Page 11 Mr. Cunningham advised that the City would meet with the neighborhood to discuss the issue further. Mr. Cunningham advised that the developer and homeowner association were to maintain the development; the City is not responsible for the maintenance, but the City will look at the issue further. Mayor Scoma recognized Mr. James Dennis, 5517 Finian Lane. Mr. Dennis was concerned with water drainage on Finian Lane. Mr. Dennis advised water was pooling on the street and requested Council to address situation and determine what could be done to alleviate the problem. B. INFORMATION AND REPORTS Mayor Scoma made the following announcements. • Kirk Marcum, Fire Emergency Management Coordinator appointed to position of Assistant Fire Chief / Fire Marshall. • Jonathan Bryan, Video Production Specialist, appointed to Cable TV Coordinator • Defibrillators are being placed in NRH public facilities • April 12 - Light Crust Doughboys performing at Green Valley Park as part of the "Lotta Night Music Concert Series" • April 13 — Community Clean Up for residents south of Loop 820 16. ADJOURNMENT Mayor Scoma adjourned the meeting at 8:49 p.m. Charles Scoma - Mayor ATTEST: Patricia Hutson - City Secretary CITY OF NORTH RICHLAND HILLS eht: Public Works Department Council Meeting Date: 4/22/02 Award of Contract for Engineering Services to Agenda Number: PW 2002 -006 Binkley & Barfield, Inc. for Rufe Snow Drive (Glenview Drive to Karen Drive) — Resolution No. 2002 -031 Staff has negotiated an agreement with Binkley & Barfield, Inc. to provide engineering services for the design and construction of Rufe Snow Drive (Glenview Drive to Karen Drive). The fee for the engineering services is $171,000. The fee includes the engineer investigating the possibility of this section of Rufe Snow Drive being reconstructed with a median. Since right -of -way acquisition was initially planned, the current budget was not set up to acquire additional right -of -way or provide streetscaping/la nd sca ping. The engineer with Binkley & Barfield, Inc. believes there may be a way of including a median with this project without needing substantial right -of -way. If a median cannot be added to the project without exceeding the project budget, the street section will consist of a 4 lane roadway identical to the current section. Listed below is a summary of the key tasks to be performed by the engineer. • Field surveys and geotechnical investigation for design. ` • Drainage analysis. • Design of plans and specifications. • Provide monthly newsletter. • Coordinate with the Texas Department of Transportation (TxDot) and franchised utilities. • Provide cost estimates based on preliminary and final plans. The engineer's total fee of $171,000 is 15% of the approved construction budget of $1,140,000. Since this was a "straight forward project (very basic from an engineering perspective), the Public Works staff requested Statements of Qualifications (SOQ) from 3 engineering firms that were capable of performing the services. The 3 firms were Binkley & Barfield, Inc., Freese & Nichols, and Teague Nall & Perkins. Finance Review Source of Funds: Account Number 20 -08 -02- 6000/02 -64 -27 -6000 Bonds (GO /Rev.) Sufficient Funds Available Operating Budget Other _ ance Director Budget Director 1 De artment Head -Signature ICU Manager Si atu e Page 1 of _ CITY OF NORTH RICHLAND HILLS After reviewing the SOQs and discussing current work loads, staff felt that Binkley & Barfield, Inc. could probably complete the design quicker and for less money than the other 2 firms. Currently, the Public Works Department has the following engineering firms working on various projects. Knowlton- English - Flowers, Inc. Teague Nall & Perkins Eliott & Hughes DeOtte Engineering Kimley Horn Associates Sufficient funds were budgeted in the 2001 -2002 Capital Projects Budget for this project. Recommendation: To approve Resolution No. 2002 -031, and authorize the City Manager to sign the contract for engineering services with Binkley & Barfield, Inc. for the design of Rufe Snow Drive from Glenview Drive to Karen Drive. CITY COUNCIL ACTION ITEM Page of RESOLUTION NO. 2002 -031 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 Agreement for Engineering Services with Binkley & Barfield, Inc. for Rufe Snow Drive (Glenview Drive to Karen Drive), as an act and deed of the City. PASSED AND APPROVED this the 22nd day of April, 2002. Charles Scoma, Mayor ATTEST: Patricia Hutson, City Secretary APPROVED AS TO LEGALITY: George Staples, City Attorney APPROVED AS TO CONTENT: ike urns, P.E., Public Works Director CITY OF NORTH RICHLAND HILLS department: Finance Council Meeting Dater 4/22/2002 Subject: Consideration of Action on all Matters Pertaining to the Agenda Number: GN 2002 -035 Award and Sale BY enera iga ton Refunding afid ImpFo—vement Bonds, Series 2002 and Approve Ordinance No. 2619 A negotiated sale will be executed on Monday, April 22, 2002 for General Obligation Refunding and Improvement Bonds. The sale will include $660,000 of new money for the Rufe Snow project from the 1994 bond authorization. The remainder of the sale will be for the refunding of previously sold bonds. This amount could vary depending on the market at the time of the sale. The amount of the refunding first brought to Council was $5,325,000. Staff, in conjunction with First Southwest Company, continues to monitor the market for the possibility of refunding more bonds to obtain the greatest potential savings. Currently potential refunding ranges from $5,325,000 to $10,240,000. Maturities being considered for refunding range from three years to sixteen years. Rating conferences with Standard and Poor's and Moody's were held April 4 and 5. Moody's has reaffirmed the Aa3 rating, and Standard and Poor's has reaffirmed the AA- rating. Staff recommends that the underwriters of Southwest Securities and RBC Dain Rauscher be selected to market the bonds. Both of these underwriters have successfully marketed the City of North Richland Hills bonds in the past. , negotiated sale of General Obligation Refunding and Improvement Bonds will be executed by the City assisted by First Southwest Company. The results will be submitted to City Council at the regular meeting on April 22. 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 22. This ordinance also authorizes all the other necessary actions such as paying agent/registrar agreements. 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. 2619 authorizing the issuance of "City of North` Richland Hills, Texas, General Obligation Refunding' and Improvement Bonds, Series 2002" in the aggregate principal amount of $ at a true interest cost rate of a /o; 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 SWS Securities and RBC Dain Rauscher, Inc. in relation to such Bonds and the approval and distribution of an Official Statement. Finance Review Source of Funds: Account Number Bonds (GO /Rev.) Sufficient Funds Avallable Operating Budget Other — Finance Director v partment Head Signature Licity Manager Si na re ORDINANCE NO. 2619 AN ORDINANCE authorizing the issuance of "CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2002 "; 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 Contract 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 $10,005,000 of the following issues or series (collectively hereinafter called the "Refunded Obligations "), to wit: (1) City of North Richland Hills, Texas, General Obligation Refunding Bonds, Series 1992, dated February 1, 1992, maturing on February 15 in each of the years 2003 through 2005, and aggregating in principal amount $5,065,000 (the "Series 1992 Refunded Bonds "); (2) City of North Richland Hills, Texas, General Obligation Refunding Bonds, Series 1992 -A, dated February 1, 1992, maturing on February 15, 2003, and aggregating in principal amount $215,000 (the "Series 1992 -A Refunded Bonds "); (3) City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1992 ", dated February 1, 1992, maturing on February 15, 2003, and aggregating in principal amount $45,000 (the "Series 1992 Refunded Certificates "); (4) City of North Richland Hills, Texas, General Obligation Bonds, Series 1995, dated April 1, 1995, maturing on February 15 in each of the years 2008 through 2013, and aggregating in principal amount $2,160,000 (the "Series 1995 Refunded Bonds "); and (5) City of North Richland Hills, Texas, General Obligation Refunding Bonds, Series 1996, dated May 1, 1996, maturing on February 15 in each of the years 2010 through 2016, and aggregating in principal amount $2,520,000 (the "Series 1996 Refunded Bonds "); and AND WHEREAS, pursuant to the provisions of V.T.C.A., 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 $680,000 approved and authorized to be issued at an election held September 27, 1994, should be issued and sold at this time; a summary of the general obligation bonds authorized at said election, 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: Amount Previously Amount Being Unissued Purpose Authorized Issued Issued Balance Street Improvements $20,000,000 $17,095,000 $680,000 $2,225,000 AND WHEREAS, the Council hereby reserves and retains the right to issue the balance of unissued bonds approved at said election 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 - Designation- Principal Amount- Purpose. 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 2002" (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 $680,000 for permanent public improvements and public purposes, to wit: street improvements, including traffic signalization, drainage incidental thereto and the acquisition of land and right -of -way therefor, 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 Registered Obligations - Bond Date - Authorized Denominations - Stated Maturities - Interest Rates. The Bonds shall be issued as fully registered obligations only, shall be dated April 15, 2002 (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: 2 Year of Principal Interest Stated Maturity Amount Rate (s) 2003 $1,935,000 % 2004 1,830,000 % 2005 1,890,000 % 2006 60,000 % 2007 60,000 % 2008 420,000 % 2009 415,000 % 2010 765,000 % 2011 760,000 % 2012 750,000 % 2013 740,000 % 2014 375,000 % 2015 370,000 % 2016 365,000 % 2017 35,000 % 2018 35,000 % 2019 30,000 % 2020 30,000 % 2021 30,000 % 2022 30,000 % 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, 2003. SECTION 3: Terms of Payment- Paving Agent/Registrar. The principal of, premium, if any, and the interest on the Bonds, due and payable by reason of maturity, redemption or otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter called the "Holders ") appearing on the registration and transfer books maintained by the Paying Agent /Registrar and the payment thereof shall be in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. The selection and appointment of Bank One, National Association 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 ") shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, as provided herein and in accordance with the terms and provisions of a "Paying Agent/ Registrar Agreement ", substantially in the form attached hereto as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor and City Secretary are authorized to execute and deliver such Agreement in connection with the delivery of the 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 3 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 Westerville, Ohio (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, 2013, 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, 2012 or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. (a) Exercise of Redemption Option. At least forty -five (45) days prior to a redemption date for the Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent /Registrar of the decision to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the governing body of the City. (b) Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall treat such Bonds as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bonds by $5,000 and shall select the Bonds, or principal amount thereof, to be redeemed within such Stated Maturity by lot. (c) 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 4 prepaid, in the name of the City and at the City's expense, to each Holder of a Bond to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to prior redemption, and has been called for redemption, and notice of redemption thereof has been duly given as hereinabove provided, such Bond (or the principal amount thereof to be redeemed) shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor; provided moneys sufficient for the payment of such Bond (or of the principal amount thereof to be redeemed) at the then applicable redemption price are held for the purpose of such payment by the Paying Agent/Registrar. SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Bonds issued under and pursuant to the provisions of _ this Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or exchanged for Bonds of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar 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 for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new 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 may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Bonds are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Bonds to the Holder requesting the exchange. All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered in such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that _ the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued, registered, and delivered in lieu thereof pursuant to the provisions of Section 11 hereof and such new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Bond called for redemption, in whole or in part, within 45 days of the date fixed for the redemption of such Bond; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond called for redemption in part. SECTION 6: Book -Entry Only Transfers and Transactions. Notwithstanding the provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer /exchange of the Bonds, the City hereby approves and authorizes the use of "Book -Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company (DTC), a limited purpose trust company organized under the laws of the State of New York, in accordance with the operational arrangements referenced in 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 - Registration. The Bonds shall be executed on behalf of the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City Secretary. The signature of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who are or were the proper officers of 9 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 9D, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified, registered, and delivered. 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 Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends 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. 7 A. 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 2002 Bond Date: Interest Rate: April 15, 2002 Registered Owner: Principal Amount: Stated Maturity: CUSIP NO: 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, 2003. Principal of this Bond is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest is payable to the registered owner of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date ", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. All payments of principal of, premium, if any, and interest on this Bond shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (herein referred to as the "Bonds ") for the purpose of 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 $680,000 for permanent public improvements and public purposes, to wit: street improvements, including traffic signalization, drainage incidental thereto and the acquisition of land and right -of -way therefor, 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 "). 8 The Bonds maturing on and after February 15, 2013, 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, 2012, 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 the registered owner, without charge. If a Bond is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer such Bond to an assignee of the registered owner within 45 days of the redemption date therefor; provided, however, such limitation on transferability shall not be applicable to an exchange by the registered owner of the unredeemed balance of a Bond redeemed in part. The Bonds are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying Agent/Registrar, and to all of the provisions of which the owner or holder of this Bond by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be discharged at or prior to its maturity 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 Payment/Transfer Office of the Paying Agent /Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and E 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 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. 10 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. COUNTERSIGNED: City Secretary (SEAL) CITY OF NORTH RICHLAND HILLS, TEXAS Mayor B. *Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Bond(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER ) OF PUBLIC ACCOUNTS ) REGISTER NO. THE STATE OF TEXAS ) I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Do not print on definitive bonds 11 C. Form of Certificate of Paying Agent/Registrar to appear on Definitive Bonds only. REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR This Bond has been duly issued and registered 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 Westerville, Ohio is the "Designated Payment/Transfer Office" for this Bond. Registration date: D. Form of Assignment. BANK ONE, NATIONAL ASSOCIATION By Authorized Signature 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. NOTICE: The signature on this assignment must correspond with the Signature guaranteed: name of the registered owner as it appears on the face of the within Bond in every particular. E. The Initial Bond(s) shall be in the form set forth in paragraph B of this Section, except that the form of the single fully registered Initial Bond shall be modified as follows: (i) immediately under the name of the bond the headings "Interest Rate" and "Stated Maturity" shall both be omitted. (ii) Paragraph one shall read as follows: 12 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: PRINCIPAL INTEREST YEAR INSTALLMENTS 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, 2003. Principal installments of this Bond are payable in the year of maturity or on a prepayment date to the registered owner hereof by Bank One, National Association (the "Paying Agent/Registrar "), upon its presentation and surrender, at its designated offices in Westerville, Ohio (the "Designated Payment/Transfer Office "). Interest is payable to the registered owner of this Bond whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date ", which is the last - business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent /Registrar, requested by, and at the risk and expense of, the registered owner. All payments of principal of, premium, if any, and interest on this Bond shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: Levy of Taxes. To provide for the payment of the "Debt Service Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% (whichever amount is the greater), there is hereby levied, and there shall be annually assessed and collected in due time, form, and manner, a tax on all taxable property in the City, within the limitations prescribed by law, and such tax hereby levied on each one hundred dollars' valuation of taxable property in the City for the Debt Service Requirements of the Bonds shall be at a rate from year to year as will be ample and sufficient to provide funds each year to pay the principal of and interest on said Bonds while Outstanding; full allowance being made for delinquencies and costs of collection; separate books and records relating to the receipt and disbursement of taxes levied, assessed and collected for and on account of the Bonds shall be kept and maintained by the City at all times while the Bonds are Outstanding, and the taxes collected for the payment of the Debt Service Requirements on the Bonds shall be deposited to the credit of a "Special 2002 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 13 levied, and to be assessed and collected annually, is hereby pledged to the payment of the Bonds. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent/ Registrar for the Bonds, from funds on deposit in the Interest and Sinking Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same accrues or matures 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 Agent/Registrar on or before each principal and interest payment date for the Bonds. SECTION 11: Mutilated - Destroyed -Lost and Stolen Bonds. In case any Bond shall be mutilated, or destroyed, lost or stolen, the Paying Agent /Registrar may execute and deliver a replacement Bond of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Bond, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Bond shall be borne by the Holder of the Bond mutilated, or destroyed, lost or stolen. Every replacement Bond issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Bonds. SECTION 12: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Bonds or any principal amount(s) thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to 14 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 less than AAA or its equivalent and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and on the date of their acquisition or purchase by the City, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. SECTION 13: Ordinance a Contract - Amendments - Outstanding Bonds. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, 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: 15 (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. "Investment" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. "Rebate Amount" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment 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. (a) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the _. 16 owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of 'municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. (b) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, 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. (c) No Private Loan. Except to the extent permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be 'loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (d) Not to Invest at Hiqher Yield. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds. (e) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. 17 (f) Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or such other form and 4 in 'such place as the Secretary may prescribe. (g) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Interest and Sinking Fund or its general fund, as _ permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (100 %) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90 %) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038 -T or such other forms and information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 -3(h) of the Regulations. (h) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this 18 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 4 relevant to either party. (i) 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. Q) Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the Bonds were issued, the City reasonably expected to spend at least 85% of the spendable proceeds of such bonds within three years after such bonds were issued and (2) not more than 50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. (k) Not An Advance Refunding. The portion of the Bonds being issued to refund the Series 1992 Refunded Bonds, the Series 1992 -A Refunded Bonds and the Series 1992 Refunded Certificates is a current refunding in that such obligations are to be paid and redeemed in full on June 6, 2002, which date is within 90 days of the delivery date of the Bonds. (1) Qualified Advance Refunding. A portion of the Bonds are issued in part to refund the Series 1995 Refunded Bonds and Series 1996 Refunded Bonds, and the Bonds will be issued more than 90 days before the redemption of the Series 1995 Refunded Bonds and the Series 1996 Refunded Bonds. The City represents as follows: (a) The Bonds are the first advance refunding of the Series 1995 and Series 1996 Refunded Bonds, within the meaning of section 149(d)(3) of the Code. (b) The Series 1995 Refunded Bonds and the Series 1996 Refunded Bonds 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 Series 1995 Bonds and the Series 1996 Refunded Bonds on the Closing Date if not ended prior thereto. (d) On and after the date of issue of the Bonds, no proceeds of the Series 1995 Refunded Bonds and the Series 1996 Refunded Bonds 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 -10(a) of the Regulations; nor (iii) employed a "device" to obtain a material financial advantage based on arbitrage, within the meaning of section 19 149(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 SWS Securities and RBC Dain Rauscher Inc. (herein referred to as the "Underwriters ") in accordance with the Purchase Contract, dated April 22, 2002, 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 Contract 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 Contract, the City Council hereby finds, determines and declares that the representations, warranties and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the City. Furthermore, the use of the Official Statement by the Purchasers in connection with the public offering and sale of the Bonds is hereby ratified, confirmed and approved in all respects. The final Official Statement, which reflects the terms of sale, attached as Exhibit A to the Purchase Contract (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 22, 2002, 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. SECTION 16: Special Escrow Agreement Approval and Execution. The "Special Escrow Agreement" (the "Agreement ") by and between the City and Bank One, National Association (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 2002 CITY OF NORTH RICHLAND 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 20 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 Tern, City Secretary, City Manager, and Director of Finance, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the issuance of the 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 (iii) $ shall be deposited in the Interest and Sinking Fund. The balance of the proceeds of sale shall be disbursed for payment of costs of issuance in accordance with instructions from the City, and any proceeds of sale remaining after payment of the costs of issuance for the Bonds shall deposited in the Interest and Sinking Fund for the Bonds. Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in authorized investments and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Bond Fund as shall be determined by the appropriate authorized officials of the City. All surplus proceeds of sale of the Bonds, including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Interest and Sinking Fund. Additionally, on or immediately prior to the date of the delivery of the Bonds to the Underwriters, the Director of Finance shall cause to be transferred in immediately available funds to the Escrow Agent from moneys on deposit in the interest and sinking funds maintained for the payment of the Refunded Obligations the sum of $ to accomplish the refunding. SECTION 19: Redemption of Refunded Obligations. (a) The bonds of that series known as "City of North Richland Hills, Texas, General Obligation Refunding Bonds, Series 1992 ", dated February 1, 1992, maturing in the years 2003 through 2005, and aggregating in principal amount $5,065,000, shall be redeemed and the same are hereby called for redemption on June 6, 2002, 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 Bank One, National Association (successor paying agent/registrar to Team Bank, Fort Worth, Texas), 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 Improvement Bonds, Series 1992 -A ", dated February 1, 1992, maturing in the year 2003, and aggregating in principal amount $215,000, shall be redeemed and the same are hereby called for redemption on June 6, 2002, 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 21 Ordinance, together with a suggested form of notice of redemption to be sent to bondholders, with Bank One, National Association (successor paying agent/registrar to Team Bank, Fort Worth, Texas), 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 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 1992 ", dated February 1, 1992, maturing in the year 2003, and aggregating in principal amount $45,000, shall be redeemed and the same are hereby called for redemption on June 6, 2002, 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 Bank One, National Association (successor paying agent/registrar to Team Bank, Fort Worth), in accordance with the redemption provisions applicable to such obligations; 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 bonds of that series known as "City of North Richland Hills, Texas, General Obligation Bonds, Series 1995 ", dated April 15, 1995, maturing in the years 2008 through 2013, and aggregating in principal amount $2,160,000, 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 Bank One, National Association (successor paying agent/registrar to Bank One, Texas, N.A.), in accordance with the redemption provisions applicable to such bonds; 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. (e) 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 2010 through 2016, and aggregating in principal amount $2,520,000, 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 Bank One, National Association (successor paying agent/registrar to Bank One, Texas, N.A.), 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. 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 19: Notices to Holders- Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein 22 expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 20: 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 21: Legal Opinion. The obligation of the Purchasers to accept delivery of the Bonds is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Attorneys, Dallas, Texas, approving such Bonds as to their validity, said opinion to be dated and delivered - as of the date of delivery and payment for such Bonds. A true and correct reproduction of said opinion 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 22: 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 23: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any 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 24: Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 25: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. 23 SECTION 26: Effect of Headings. The Section headings herein are for convenience on, ly and shall not affect the construction hereof. SECTION 27: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 28: Continuing Disclosure Undertaking. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2 -12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. (a) Annual Reports. The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year (beginning with the fiscal year ending September 30, 2002) 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 I hereto. Financial statements to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit I 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. (b) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: (1) Principal and interest payment delinquencies; 24 (2) Non - payment related defaults; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; a (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions or events affecting the tax - exempt status of the Bonds; (7) Modifications to rights of holders of the Bonds; (8) Bond calls; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds; and (11) Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such Section. (c) Limitations. Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section while, but only while, the City remains an 'obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give the notice required by subsection (c) hereof of any Bond calls and defeasance that cause the City to be no longer such an 'obligated person." SECTION 29: Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 30: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by V.T.C.A., Government Code, Chapter 551, as amended. 25 SECTION 31: 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. PASSED AND ADOPTED, this April 22, 2002. ATTEST: City Secretary APPROVED AS TO LEGALITY: City Attorney (City Seal) CITY OF NORTH RICHLAND HILLS, TEXAS Mayor 26 PAYING AGENT /REGISTRAR AGREEMENT THIS AGREEMENT entered into as of April 22, 2002 (this "Agreement "), by and between the City of North Richland Hills, Texas (the "Issuer"), and Bank One, National Association, a banking corporation organized and existing under the laws of the United States of America, 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 2002" (the "Securities "), dated April 15, 2002, such Securities scheduled to be delivered to the initial purchasers thereof on or about May 29, 2002; 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. 45167216_1.DOC 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 Westerville, Ohio 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, City Secretary, City Manager, or Director of Finance, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or 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). 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. 45167216_l.Doc -2- Exhibit A "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 Paying Agent. 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: Bank One, National Association, Attention: Securities Transfer, 235 West Schrock Road, Westerville, Ohio 43081 -0393. 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. 45167216_1.DOC -3- Exhibit A ARTICLE FOUR REGISTRAR Section 4.01 Security Register - Transfers and Exchanges. 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. The Bank represents and warrants its office in Austin, Texas will at all times have immediate access to the Security Register by electronic or other means and will be capable at all times of producing a hard copy of the Security Register at its Austin office for use by the Issuer. 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 Agent/Registrar. 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 Security Register. 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 45167216 l.00c -4- Exhibit A Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up -to -date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05 Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank, subject to the provisions of Section 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. (a) 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. 45167216_1.DOC -5- Exhibit A (b) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or _ in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (c) 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. (d) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (e) 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 - Paying Agent 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. 45167216_1.00c -6- Exhibit A The Bank is not obligated to pay interest on any money received by it hereunder. 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 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 Assignment. 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, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 9. Section 6.04 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05 Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. 45167216_1.DOC -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 Agreement. 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 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. 45167216_l.DOC -8- Exhibit A IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [SEAL] Attest: Title: (CITY SEAL) Attest: City Secretary BANK ONE, NATIONAL ASSOCIATION BY: Title: Address: 221 West Sixth, 2nd Floor Austin, Texas 78701 CITY OF NORTH RICHLAND HILLS, TEXAS BY: Mayor Address: P. O. Box 820609 North Richland Hills, Texas 76182 45167216 1.DOC -9- Exhibit A SPECIAL ESCROW AGREEMENT THE STATE OF TEXAS § § COUNTY OF TRAVIS § THIS SPECIAL ESCROW AGREEMENT (the "Agreement "), made and entered into as of April 22, 2002, 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 Bank One, National Association, a banking corporation organized and existing under the laws of the United States of America, 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 $10,005,000 (collectively, the "Refunded Obligations ") more particularly described as follows: (1) City of North Richland Hills, Texas, General Obligation Refunding Bonds, Series 1992, dated February 1, 1992, maturing on February 15 in each of the years 2003 through 2005, and aggregating in principal amount $5,065,000 (the "Series 1992 Refunded Bonds "); (2) City of North Richland Hills, Texas, General Obligation Refunding Bonds, Series 1992 -A, dated February 1, 1992, maturing on February 15, 2003, and aggregating in principal amount $215,000 (the "Series 1992 -A Refunded Bonds "); (3) City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1992 ", dated February 1, 1992, maturing on February 15, 2003, and aggregating in principal amount $45,000 (the "Series 1992 Refunded Certificates "); (4) City of North Richland Hills, Texas, General Obligation Bonds, Series 1995, dated April 1, 1995, maturing on February 15 in each of the years 2008 through 2013, and aggregating in principal amount $2,160,000 (the "Series 1995 Refunded Bonds "); and (5) City of North Richland Hills, Texas, General Obligation Refunding Bonds, Series 1996, dated May 1, 1996, maturing on February 15 in each of the years 2010 through 2016, and aggregating in principal amount $2,520,000 (the "Series 1996 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 45167321_1.DOC Exhibit C 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 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, (hereinafter called the "Federal Securities ") 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 Refunded Obligations; 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 22nd day of April, 2002, 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 2002" (the "Bonds "), and such Bonds are being issued in part 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, 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 Federal 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 Federal 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 Federal 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 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 Federal 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 corporation organized and existing under the laws of the United States of America, possessing trust powers and is fully qualified and empowered to enter into this Agreement; 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 45167321_1.DOC -2- Exhibit C 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 2002 CITY OF NORTH RICHLAND 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 Federal 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 Federal 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 Sufficiency Warranty. The City hereby represents that the cash and Federal 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 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 provides for the redemption of (1) the Series 1992 Refunded Bonds, the Series 1992 -A Refunded Bonds and the Series 1992 Refunded Certificates on June 6, 2002 at the redemption price of par plus accrued interest thereon, (2) the Series 1995 Refunded Bonds on February 15, 2005 at the redemption price of par plus accrued interest thereon and (3) the Series 1996 Refunded Bonds on February 15, 2006 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. 45167321_1.DOC -3- Exhibit C 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: Pledge of Escrow. The Bank agrees that all cash and Federal 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 Federal Securities in the Escrow Fund shall be applied solely in accordance with the provisions of this Agreement. SECTION 5: Escrow Insufficiency - 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 /Segregation. The Bank shall hold said Federal 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 Federal 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 Federal 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 Federal 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 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 as paying agent/registrar for the Refunded Obligations for that purpose sufficient and available to pay the principal of such Refunded Obligation and interest thereon it 45167321_1.DOC -4- Exhibit C 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, as paying agent/registrar for the Refunded Obligations 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 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. 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 Obligations. 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 Federal 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 Federal 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 Federal Securities enjoyed by a trust beneficiary. The funds and Federal 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 Federal 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 Federal 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. SECTION 11: Substitution of Investments /Reinvestments. The Bank shall be authorized to accept initially and temporarily cash and /or substituted Federal Securities pending the delivery of the Federal Securities identified in the Exhibit B attached hereto, or shall be authorized to redeem the Federal 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: 45167321_1.DOC -5- Exhibit C (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 Federal 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 Federal 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 Federal 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 Federal 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 Federal 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 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. 45167321_1.DOC -6- Exhibit C SECTION 14: Collateralization. The Bank shall continuously secure the monies in the Escrow Fund not invested in Federal 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 Liability for Investments. The Bank shall not be liable or responsible for any loss resulting from any investment or reinvestment made in the Federal Securities or substitute securities as provided in Section 11 hereof. SECTION 16: Bank's Compensation - Escrow Administration /Settlement of Paying Agent's Charges. The City agrees to pay the Bank for the performance of services hereunder the amount of $ as escrow agent 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 /Liability. 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 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. 45167321_1.DOC -7- Exhibit C 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: (a) 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 45167321_1.DOC -8- Exhibit C (b) 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 Austin, 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: Accounting - Annual Report. Promptly after September 30th of each year, commencing with the year 2002, 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 Federal 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 BANK ONE, NATIONAL ASSOCIATION 221 West Sixth Street, 2nd Floor Austin, Texas 78701 Attention: Corporate Trust 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. 45167321_1.DOC -9- Exhibit C 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 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 ec p after such date date r payment and with respect to a payment, no interest shall acue for the period SECTION 23: Warrant of Parties Re: Power to Execute and Deliver Escrow Afire 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: Seve• If any one 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 (ted the Refunded Obligat ons on he bas itch s of this Agreement Investors Service) which has a SECTION 25: Term_____ ination• 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 nonpresented 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 Federal 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/Assigns. (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 45167321_1.DOC -10- Exhibit C 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 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. (a) 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, 45167321_1.DOC -11- Exhibit C 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 of1he 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. 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. 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) BANK ONE, NATIONAL ASSOCIATION, as Escrow Agent Title: ATTEST: Authorized Signer (Bank Seal) 45167321 _1. DOC -12- Exhibit C EXHIBIT D NOTICE OF REDEMPTION CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION REFUNDING BONDS SERIES 1992 DATED FEBRUARY 1, 1992 NOTICE IS HEREBY GIVEN that all bonds of the above series maturing on and after February 15, 2003 and aggregating in principal amount $5,065,000 have been called for redemption on June 6, 2002 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 2003 $1,580,000 2004 1,685,000 2005 1,800,000 ALL SUCH BONDS shall become due and payable on June 6, 2002, 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 Bank One, National Association (successor paying agent/registrar to Team Bank, Fort Worth, Texas) at its designated office in Westerville, Ohio, at the following address: 235 West Schrock Road, Westerville, Ohio 43081 -0393, Attention: Bond Services. 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. BANK ONE, NATIONAL ASSOCIATION as Paying Agent/Registrar Address: 221 West Sixth Street, 2nd Floor, Austin, Texas 78711 Errorl Unknown document property name. EXHIBIT E NOTICE OF REDEMPTION CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION IMPROVEMENT BONDS SERIES 1992 -A DATED FEBRUARY 1, 1992 NOTICE IS HEREBY GIVEN that all bonds of the above series maturing on February 15, 2003 and aggregating in principal amount $215,000 have been called for redemption on June 6, 2002 at the redemption price of par and accrued interest to the date of redemption. The CUSIP Number for these bonds is ALL SUCH BONDS shall become due and payable on June 6, 2002, 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 Bank One, National Association (successor paying agent/registrar to Team Bank, Fort Worth, Texas) at its designated office in Westerville, Ohio, at the following address: 235 West Schrock Road, Westerville, Ohio 43081 -0393, Attention: Bond Services. 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. BANK ONE, NATIONAL ASSOCIATION as Paying Agent/Registrar Address: 221 West Sixth Street, 2nd Floor Austin, Texas 78701 45167157_1. DOC EXHIBIT F NOTICE OF REDEMPTION CITY OF NORTH RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION SERIES 1992 DATED FEBRUARY 1, 1992 NOTICE IS HEREBY GIVEN that all certificates of obligation of the above series maturing on February 15, 2003 and aggregating in principal amount $45,000 have been called for redemption on June 6, 2002 at the redemption price of par and accrued interest to the date of redemption. The CUSIP Number for these obligations is ALL SUCH CERTIFICATES shall become due and payable on June 6, 2002, 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 Bank One, National Association (successor paying agent/registrar to Team Bank, Fort Worth, Texas) at its designated office in Westerville, Ohio, at the following address: 235 West Schrock Road, Westerville, Ohio 43081 -0393, Attention: Bond Services. 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. BANK ONE, NATIONAL ASSOCIATION as Paying Agent/Registrar Address: 221 West Sixth Street, 2nd Floor Austin, Texas 78701 45167157_1.DOC EXHIBIT G NOTICE OF REDEMPTION CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION BONDS SERIES 1995 DATED APRIL 15, 1995 NOTICE IS HEREBY GIVEN that all bonds of the above series maturing on February 15, 2008 through February 15, 2013, and aggregating in principal amount $2,160,000 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 Principal Amount Maturity Outstanding CUSIP Number 2008 $360,000 2009 360,000 2010 360,000 2011 360,000 2012 360,000 2013 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 Bank One, National Association (successor paying agent/registrar to Bank One, Texas, N.A.) at its designated office in Westerville, Ohio, at the following address: 235 West Schrock Road, Westerville, Ohio 43081 -0393, Attention: Bond Services. 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. BANK ONE, NATIONAL ASSOCIATION as Paying Agent/Registrar Address: 221 West Sixth Street, 2nd Floor, Austin, Texas 78711 45167157_1.DOC EXHIBIT H 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 and after February 15, 2010 and aggregating in principal amount $2,520,000 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 Principal Amount Maturity Outstandinq CUSIP Number 2010 $360,000 2011 360,000 2012 360,000 2013 360,000 2014 360,000 2015 360,000 2016 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 Bank One, National Association (successor paying agent/registrar to Bank One, Texas, N.A.) at its designated office in Westerville, Ohio, at the following address: 235 West Schrock Road, Westerville, Ohio 43081 -0393, Attention: Bond Services. 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. BANK ONE, NATIONAL ASSOCIATION as Paying Agent/Registrar Address: 221 West Sixth Street, 2nd Floor, Austin, Texas 78711 45167157_1.DOC Exhibit I 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. 2. The information in the Official Statement under Tables 1 through 6 and 8 through 15. 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 45167157_1.DOC CITY OF NORTH RICHLAND HILLS Finance Council Meeting Date: 4/22/2002 Subject: Consideration of Action on all Matters Pertaining to the Agenda Number: GN 2002 -036 Award and Sale of ax and Waterworks an Sewer System Surplus Revenue Certificates of Obligation, Series 2002 and Approve Ordinance No. 2620 A negotiated sale will be executed on Monday, April 22, 2002 for Tax and Waterworks and Sewer System Surplus Revenue Certificates of Obligation for street improvements on Davis Boulevard and North Tarrant Parkway as well as the relocation of Fire Station number 1 and Fire Station number 4 as approved by City Council The total dollar amount budgeted was $6,750,000 including $180,000 for cost of issuance, but this will change depending on the actual cost of issuance. Cost of issuance is expected to be less than budgeted. Rating conferences with Standard and Poor's and Moody's were held April 4 and 5. Moody's has reaffirmed the Aa3 rating, and Standard and Poor's has reaffirmed the AA- rating. Staff recommends that the underwriters of Southwest Securities and RBC Dain Rauscher be selected to market the bonds. Both of these underwriters have successfully marketed the City of North Richland Hills bonds in the past. A negotiated sale of the Tax and Waterworks and Sewer System Surplus Revenue Certificates of )bligation will be executed by the City assisted by First Southwest Company. The results will be submitted to City Council at the regular meeting on April 22. 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 22. This ordinance also authorizes all the other necessary actions such as paying agent/registrar agreements. Recommendation: Request the City Council to transact the following business in relation to the sale and issuance of Certificates of Obligation: I move to adopt Ordinance No. 2620 authorizing the issuance of "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System Surplus Revenue Certificates of Obligation, Series 2002" in the aggregate principal amount of $6,750,000 at a true interest cost rate of % and approving and authorizing the execution of a Paying Agent/Registrar Agreement, a Bond Purchase Agreement with SWS Securities and RBC Dain Rauscher, Inc. in relation to such Certificates and the approval and distribution of an Official Statement. Finance Review Source of Funds: Bonds (GO /Rev.) Operating Budget Other Defiariment Head Signature Account Number Sufficient Funds Amiable City Director ORDINANCE NO. 2620 AN ORDINANCE authorizing the issuance of "CITY OF NORTH RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2002 "; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a pledge of the net revenues from the operation of the City's Waterworks and Sewer System; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates, including the approval and execution of a Paying Agent/Registrar Agreement and a Purchase Contract and the approval and distribution of an Official Statement; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certificates of obligation in the maximum principal amount of $6,750,000 for the purpose of paying contractual obligations to be incurred for (i) street improvements, including drainage, utility line relocations and the purchase of land and right -of -way, (ii) constructing and equipping new fire stations, and (iii) professional services rendered in relation to such projects and the financing thereof; has been duly published in the Fort Worth Star Telegram, a newspaper hereby found and determined to be of general circulation in the City of North Richland Hills, Texas, on ' 2002 and 2002, the date the first publication of such notice being not less than fifteen (15) days prior to the tentative date stated therein for the passage of the ordinance authorizing the issuance of such certificates; and WHEREAS, no petition protesting the issuance of the certificates of obligation and bearing valid petition signatures of at least 5% of the qualified electors of the City, has been presented to or filed with the Mayor, City Secretary or any other official of the City on or prior to the date of the passage of this Ordinance; and WHEREAS, the Council hereby finds and determines that the certificates of obligation described in the aforesaid notice should be issued and sold at this time in the amount and manner as hereinafter provided; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: SECTION 1: Authorization, Designation, Principal Amount, Purpose. Certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $6,750,000, to be designated and bear the title "CITY OF NORTH RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2002" (hereinafter referred to as the "Certificates "), for the purpose of paying contractual obligations to be incurred for (i) street improvements, including drainage, utility line relocations and the purchase of land and right -of -way, (ii) constructing and equipping new fire stations, and (iii) professional services rendered in relation to such projects and the financing thereof; pursuant to authority conferred by and in conformity with the Constitution and laws of the State of Texas, including V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended. 45167033_1.DOC SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities -Date. The Certificates are issuable in fully registered form only; shall be dated April 15, 2002 (the "Certificate Date ") and shall be in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity) and the Certificates shall become due and payable on February 15 in each of the years and in principal amounts (the "Stated Maturities ") and bear interest at the per annum rate(s) in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate (s) 2003 $340,000 % 2004 340,000 % 2005 340,000 % 2006 340,000 % 2007 340,000 % 2008 340,000 % 2009 340,000 % 2010 340,000 % 2011 340,000 % 2012 340,000 % 2013 335,000 % 2014 335,000 % 2015 335,000 % 2016 335,000 % 2017 335,000 % 2018 335,000 % 2019 335,000 % 2020 335,000 % 2021 335,000 % 2022 335,000 % The Certificates shall bear interest on the unpaid principal amounts from the Certificate Date at the rate per annum shown above in this Section (calculated on the basis of a 360 -day year of twelve 30 -day months), and such interest shall be payable on February 15 and August 15 of each year, commencing February 15, 2003. SECTION 3: Terms of Payment- Paving Agent/Registrar. The principal of, premium, if any, and the interest on the Certificates, due and payable by reason of maturity, redemption, or otherwise, shall be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders ") appearing on the registration and transfer books maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. The selection and appointment of Bank One National Association to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed. Books and records relating to the registration, payment, transfer and exchange of the Certificates (the "Security Register ") shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, as provided herein and in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement ", substantially in the form attached hereto as Exhibit A, 45167033_1.DOC 2 and such reasonable rules and regulations as the Paying Agent/Registrar and the City may -- prescribe. The Mayor and City Secretary are authorized to execute and deliver such Agreement in connection with the delivery of the Certificates. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Certificates are paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified and authorized to serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of and premium, if any, on the Certificates shall be payable at the Stated Maturities or the redemption thereof only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its designated offices in Westerville, Ohio (the "Designated Payment/Transfer Office "). Interest on the Certificates shall be paid to the Holders whose name appears in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and shall be paid by the Paying Agent /Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the 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 next preceding the date of mailing of such notice. SECTION 4: Redemption. (a) Optional Redemption. The Certificates having Stated Maturities on and after February 15, 2013 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, 2012, or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. (b) Exercise of Redemption Option. At least forty -five (45) days prior to a redemption date for the Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the governing body of the City. 45167033_1.DOC 3 (c )Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/ -- Registrar shall treat such Certificates as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificates by $5,000 and shall select the Certificates to be redeemed within such Stated Maturity by lot. (d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States Mail, first class postage prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, provided moneys sufficient for the payment of such Certificate (or the principal amount thereof to be redeemed) at the then applicable redemption price are held for the purpose of such payment by the Paying Agent /Registrar and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar only upon presentation and surrender of the Certificates. If a Certificate is subject by its terms to prior redemption and has been called for redemption and notice of redemption has been duly given as hereinabove provided, such Certificate (or the principal amount thereof to be redeemed) shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor. SECTION 5: Registration - Transfer - Exchange of Certificates- Predecessor Certificates. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent /Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Certificate (other than the Initial Certificate(s) authorized in Section 8 hereof) for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying Agent /Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Section 8 hereof) may be having the same Stated Holder, Certificates (other than the Initial Certificate(s) authorized in exchanged for other Certificates of authorized denominations and Maturity, bearing the same rate of interest and of like aggregate 45167033_1.DOC 4 principal amount as the Certificates surrendered for exchange, upon surrender of the Certificates to be exchanged at the Designated Payment/Transfer Office of the Paying Agent/ Registrar. Whenever any Certificates are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Certificates to the Holder requesting the exchange. All Certificates issued in any transfer or exchange of Certificates shall be delivered to the Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered in such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent /Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 20 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. Neither the City nor the Paying Agent/ Registrar shall be required to issue or transfer to an assignee of a Holder any Certificate called for redemption, in whole or in part, within 45 days of the date fixed for the redemption of such Certificate; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate called for redemption in part. SECTION 6: Book -Entry Only Transfers and Transactions. Notwithstanding the provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer /exchange of the Certificates, the City hereby approves and authorizes the use of "Book -Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company (DTC), a limited purpose trust company organized under the laws of the State of New York, in accordance with the operational arrangements referenced in the Blanket Issuer Letter of Representations by and between the City and DTC (the "Depository Agreement "). Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be deposited with DTC who shall hold said Certificates for its participants (the "DTC Participants "). While the Certificates are held by DTC under the Depository Agreement, the Holder of the Certificates on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Certificate (the "Beneficial Owners ") being recorded in the records of DTC and DTC Participants. 45167033_1.DOC 5 In the event DTC determines to discontinue serving as securities depository for the Certificates or otherwise ceases to provide book -entry clearance and settlement of securities transactions in general or the City determines that DTC is incapable of properly discharging its duties as securities depository for the Certificates, the City covenants and agrees with the Holders of the Certificates to cause Certificates to be printed in definitive form and issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Certificates in definitive form shall be assigned, transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of such Certificates shall be made in accordance with the provisions of Sections 3, 4 and 5 hereof. SECTION 7: Execution - Registration. The Certificates shall be executed on behalf of the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City Secretary. The signature of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the Certificate Date shall be deemed to be duly executed on behalf of the City, notwithstanding that one or more of the individuals executing the same shall cease to be such officer at the time of delivery of the Certificates to the initial purchaser(s) and with respect to Certificates delivered in subsequent exchanges and transfers, all as authorized and provided in V.T.C.A., Government Code, Chapter 1201. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 9C, manually executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration substantially in the form provided in Section 9D, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified, registered and delivered. SECTION 8: Initial Certificate(s). The Certificates herein authorized shall be initially issued either (i) as a single fully registered certificate in the total principal amount of $6,750,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T -1, or (ii) as multiple fully registered certificates, being one certificate for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T -1 and upward (hereinafter called the "Initial Certificate(s)") and, in either case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Certificate(s) shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificate(s) delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration 45167033_1.DOC 6 Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends in the event the Certificates, or any maturities thereof, are purchased with insurance and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be established by the City or determined by the officers executing such Certificates as evidenced by their execution. Any portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the certificate. The definitive Certificates and the Initial Certificate(s) shall be printed, lithographed, or engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution. B. Form of Certificates. REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF NORTH RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM SURPLUS REVENUE CERTIFICATE OF OBLIGATION, SERIES 2002 Certificate Date: Interest Rate: April 15, 2002 Registered Owner: Principal Amount: Stated Maturity: CUSIP NO: 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, 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 Certificate Date at the per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 2003. Principal of this Certificate is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor; provided, however, while this 45167033_1.DOC 7 Certificate is registered to Cede & Co., the payment of principal upon a partial redemption of the principal amount hereof may be accomplished without presentation and surrender of this -- Certificate. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date ", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This Certificate is one of the series specified in its title issued in the aggregate principal amount of $6,750,000 (herein referred to as the "Certificates ") for the purpose of paying contractual obligations to be incurred for (i) street improvements, including drainage, utility line relocations and the purchase of land and right -of -way, (ii) constructing and equipping new fire stations, and (iii) professional services rendered in relation to such projects and the financing thereof; under and in strict conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended, and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance' ). The Certificates maturing on and after February 15, 2013, 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, 2012, or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption. At least thirty days prior to a redemption date, the City shall cause a written notice of such redemption to be sent by United States Mail, first class postage prepaid, to the registered owners of each Certificate to be redeemed at the address shown on the Security Register and subject to the terms and provisions relating thereto contained in the Ordinance. If a Certificate (or any portion of its principal sum) shall have been duly called for redemption and notice of such redemption duly given, then upon the redemption date such Certificate (or the portion of its principal sum to be redeemed) shall become due and payable, and, if moneys for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable from and after the redemption date on the principal amount redeemed. In the event a portion of the principal amount of a Certificate is to be redeemed and the registered owner is someone other than Cede & Co., payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new Certificate or Certificates of like maturity and interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the registered owner, without charge. If a Certificate is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer such 45167033_1. DOC 8 Certificate to an assignee of the registered owner within 45 days of the redemption date _ therefor; provided, however, such limitation on transferability shall not be applicable to an exchange by the registered owner of the unredeemed balance of a Certificate redeemed in part. The Certificates are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City, and, together with the Previously Issued Obligations (identified and defined in the Ordinance), are additionally payable from and secured by a lien on and pledge of the Net Revenues (as defined in the Ordinance) of the City's combined Waterworks and Sewer System (the "System "), such lien and pledge, however, being junior and subordinate to the lien on and pledge of such Net Revenues securing the payment of the "Prior Lien Obligations" (identified and defined in the Ordinance) now outstanding and hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations without limitation as to principal amount but subject to any applicable terms, conditions or restrictions under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying Agent/Registrar, and to all the provisions of which the owner or holder of this Certificate by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Certificates; the nature and extent of the pledge of the Net Revenues securing the payment of the Certificates; the terms and conditions relating to the transfer or exchange of this Certificate; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the pledge of the Net Revenues and covenants made in the Ordinance may be discharged at or prior to the maturity of this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent /Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered owner whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled to payment 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 45167033_1.DOC 9 Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of -- such notice. It is hereby certified, recited, represented and declared that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not exceed any Constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Certificates as aforestated. In case any provision in this Certificate shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly executed under the official seal of the City as of the Certificate Date. CITY OF NORTH RICHLAND HILLS, TEXAS Mayor COUNTERSIGNED: City Secretary (SEAL) 45167033_1.DOC 10 C. *Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Certificate(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 Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Do not print on definitive Certificates D. Form of Certificate of Paying Agent/Registrar to appear on Definitive Certificates only. REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR This Certificate has been duly issued and registered under the provisions of the within - mentioned Ordinance; the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent /Registrar. The designated offices of the Paying Agent/Registrar located in Westerville, Ohio, is the "Designated Payment/Transfer Office" for this Certificate. BANK ONE NATIONAL ASSOCIATION, as Paying Agent/Registrar Registration Date: By Authorized Signature 45167033_1.DOC 11 E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee:) (Social Security or other identifying number ) the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature guaranteed: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. F. The Initial Certificate(s) shall be in the form set forth in paragraph B of this Section except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the certificate the headings "Interest Rate and "Stated Maturity " shall both be omitted; (ii) paragraph one shall read as follows: Registered Owner: Principal Amount: DOLLARS The City of 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: PRINCIPAL INTEREST YEAR INSTALLMENTS RATE (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been prepaid prior to maturity) and to pay interest on the unpaid principal amounts hereof from the Certificate Date at the per annum rate(s) of interest specified above computed on the basis of a 360- _ 45167033_1.DOC 12 day year of twelve 30 -day months; such interest being payable on February 15 - and August 15 of each year, commencing February 15, 2003. Principal installments of this Certificate are payable at its Stated Maturity or on a prepayment date to the registered owner hereof by Bank One National Association (the "Paying Agent/Registrar "), upon presentation and surrender, at its designated offices in Westerville, Ohio (the "Designated Payment/Transfer Office "). Interest is payable to the registered owner of this Certificate whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the 'Record Date ", which is the last business day of the month next preceding each interest payment date hereof and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/ Registrar, requested by, and at the risk and expense of, the registered owner. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: Definitions. For purposes of this Ordinance and for clarity with respect to the issuance of the Certificates herein authorized, and the levy of taxes and appropriation of Net Revenues therefor, the following words or terms, whenever the same appears herein without qualifying language, are defined to mean as follows: The term "Additional Obligations" shall mean tax and revenue obligations hereafter issued which by their terms are payable from ad valorem taxes and additionally payable from and secured by a parity lien on and pledge of the Net Revenues of the System of equal rank and dignity with the lien and pledge securing the payment of the Previously Issued Obligations and the Certificates. The term "Certificates" shall mean the $6,750,000 "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System Surplus Revenue Certificates of Obligation, Series 2002 "authorized by this Ordinance. The term "Certificate Fund" shall mean the special Fund created and established under the provisions of Section 11 of this Ordinance. The term "Collection Date" shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the City become delinquent. The term "Fiscal Year" shall mean shall mean the twelve month operating period for the System ending September 30th of each year. The term "Government Securities" shall mean (i) direct noncallable obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations unconditionally guaranteed or insured by the agency or instrumentality and on the date of their acquisition or purchase by the City are rated as to investment quality by a nationally - recognized investment rating firm not less than AAA or its equivalent and (iii) noncallable 45167033_1.DOC 13 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. The term "Net Revenues" shall mean and include the gross revenues derived from the operation of the System, less reasonable expenses of operation and maintenance, including all salaries, labor, materials, repairs and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City Council, reasonably and fairly exercised, are necessary to maintain the operations and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical accident or condition which would otherwise impair the security of obligations payable from and secured by a lien on and pledge of the Net Revenues of the System shall be deducted in determining "Net Revenues ". The term "Outstanding" when used in this Ordinance with respect to Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Ordinance, except: (1) those Certificates cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 21 hereof; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 20 hereof. he term "Previously Issued Obligations" shall mean the outstanding "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System Surplus Revenue Certificates of Obligation, Series 2001 ", dated April 15, 2001, originally issued in the principal amount of $3,255,000. The term "Prior Lien Obligations" shall mean (A) all revenue bonds or other obligations, now outstanding and hereafter issued, payable from and secured by a lien on and pledge of the Net Revenues of the System, including, but not limited to, the outstanding and unpaid: (4) "City of North Richland Hills, Texas, Waterworks and Sewer System Revenue Refunding Bonds, Series 1996 ", dated December 1, 1996; and issued in the original principal amount of $5,135,000; (B) obligations now outstanding and hereafter issued which by the terms of this Ordinance and the ordinances authorizing their issuance have a prior right 45167033_1.DOC 14 and claim on the Net Revenues of the System to the claim and right securing the payment of the Certificates, including, but not limited to, the outstanding: (1) "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1992 ", dated February 1, 1992, and issued in the original principal amount of $900,000; (2) "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1997 ", dated April 15, 1997, and issued in the original principal amount of $2,755,000; (3) "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1998 ", dated May 1, 1998, and issued in the original principal amount of $8,180,000; (4) "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1999 ", dated April 15, 1999, and issued in the original principal amount of $3,560,000; and (5) "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2000 ", dated May 1, 2000, and issued in the original principal amount of $2,315,000. The term "System" shall mean the City's combined Waterworks and Sanitary Sewer System, including all present and future additions, extensions, replacements and improvements thereto, whether situated within or without the corporate limits of the City. SECTION 11: Certificate Fund. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption and retirement of the Certificates, there shall be and is hereby created a special account or fund on the books and records of the City known as the "SPECIAL SERIES 2002 TAX AND REVENUE CERTIFICATE OF OBLIGATION FUND ", and all moneys deposited to the credit of such Fund shall be shall be kept and maintained in a special banking account at the City's depository bank. Authorized officials of the City are hereby authorized and directed to make withdrawals from said Fund sufficient to pay the principal of and interest on the Certificates as the same become due and payable, and, shall cause to be transferred to the Paying Agent /Registrar from moneys on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and /or interest falling due on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the last business day next preceding each interest and principal payment date for the Certificates. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the "Public Funds Investment Act" (V.T.C.A., Government Code, Chapter 2256) relating to the investment of "bond proceeds "; provided that all such investments shall be 45167033_1.DOC 15 made in such a manner that the money required to be expended from said Fund will be available at the proper time or times. All interest and income derived from deposits and investments in said Certificate Fund shall be credited to, and any losses debited to, the said Certificate Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 12: Tax Levy. To provide for the payment of the "Debt Service Requirements" on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied a sufficient tax on each one hundred dollars' valuation of taxable property in said City, adequate to pay such Debt Service Requirements while the Certificates remain Outstanding, full allowance being made for delinquencies and costs of collection; and said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: (a) Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the Council shall determine: (1) The amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of the Net Revenues of the System appropriated and allocated to pay such Debt Service Requirements prior to the Collection Date for the ad valorem taxes to be levied. (2) The amount of Net Revenues of the System, appropriated and to be set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (3) The amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (b) The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (3) above less the sum total of the amounts established in 45167033 1.DOC 16 paragraphs (1) and (2), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 13: Pledge of Net Revenues. The City hereby covenants and agrees that, subject to the prior lien on and pledge of the Net Revenues of the System to the payment and security of Prior Lien Obligations, all the Net Revenues of the System, with the exception of those in excess of the amounts required to be deposited to the Certificate Fund as hereafter provided, are hereby irrevocably pledged, equally and ratably, to the payment of the principal of and interest on the Previously Issued Obligations, the Certificates and Additional Obligations, if issued, and the pledge of Net Revenues of the System herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the System in accordance with the terms and provisions hereof and be valid and binding and fully perfected from and after the date of adoption of this Ordinance without physical delivery or transfer or transfer of control of the Net Revenues, the filing of this Ordinance or any other act; all as provided in Chapter 1208 of the Texas Government Code. Section 1208, Government Code, applies to the issuance of the Certificates and the pledge of the Net Revenues of the System granted by the City under this Section 13, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Certificates are Outstanding such that the pledge of the Net Revenues of the System granted by the City under this Section 13 is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the Certificates the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. SECTION 14: System Fund. The City covenants and agrees that all Gross Revenues (excluding earnings from the investment of money held in any special funds or accounts created for the payment and security of the Prior Lien Obligations) shall be deposited as collected into a fund maintained at an official depository of the City and known on the books of the City as the "System Fund" (hereinafter called the "System Fund "). All moneys deposited to the credit of the System Fund shall be allocated, dedicated and disbursed to the extent required for the following purposes and in the order of priority shown, to wit: First: To the payment of all necessary and reasonable maintenance and operating expenses of the System as defined herein or required by statute to be a first charge on and claim against the revenues thereof. Second: To the payment of all amounts required to be deposited in the special Funds created and established for the payment, security and benefit of Prior Lien Obligations in accordance with the terms and provisions of the ordinances authorizing the issuance of Prior Lien Obligations. Third: To the payment, equally and ratably, of the Previously Issued Obligations, the Certificates and Additional Obligations. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. 45167033_1.DOC 17 SECTION 15: Deposits to Certificate Fund. The City hereby covenants and agrees to cause to be deposited to the credit of the Certificate Fund prior to each principal and interest payment date for the Certificates from the pledged Net Revenues of the System in the System Fund, after the deduction of all payments required to be made to the special Funds or accounts created for the payment and security of the Prior Lien Obligations, an amount equal to one hundred per centum (100 %) of the amount required to fully pay the interest and principal payments then due and payable on the Certificates, such deposits to pay accrued interest and maturing principal on the Certificates to be made in substantially equal monthly installments on or before the 1 st day of each month beginning on or before the 1St day of the month following the date of delivery of the Certificates to the purchasers. The monthly deposits to the Certificate Fund, as hereinabove provided, shall be made until such time as such Fund contains an amount equal to pay the principal of and interest on the Certificates to maturity. Accrued interest received from the purchasers of the Certificates deposited to the Certificate Fund and ad valorem taxes levied, collected and deposited in the Certificate Fund for and on behalf of the Certificates may be taken into consideration and reduce the amount of the monthly deposits otherwise required to be deposited in the Certificate Fund from the Net Revenues of the System. In addition, any proceeds of sale of the Certificates in excess of the amount required to pay the contractual obligations to be incurred (including change orders to a construction contract) shall be deposited in the Certificate Fund, which amount shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes and the Net Revenues of the System. SECTION 16: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 17: Special Covenants. The City hereby further covenants as follows: (a) It has the lawful power to pledge the Net Revenues of the System to the payment of the Certificates in the manner herein contemplated and has lawfully exercised such power under the Constitution and laws of the State of Texas, including said power existing under V.T.C.A, Government Code, Sections 1502.056 and 1502.058 and V.T.C.A., Local Government Code, Sections 271.041, et seq. (b) Other than for the payment of the Prior Lien Obligations, the Previously Issued Obligations, and the Certificates, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System. SECTION 18: Issuance of Prior Lien Obligations /Additional Obligations. The City hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without limitation as to principal amount but subject to any terms, conditions or restrictions applicable thereto under law or otherwise, payable, in whole or in part, from the Net Revenues (without impairment of the obligation of contract with the Holders of the Certificates) upon such terms and conditions as the City Council may determine. Additionally, the City reserves the right to issue obligations payable, in whole or in part, from the Net Revenues of the System and, to the extent provided, 45167033_1.DOC 18 secured by a lien on and pledge of the Net Revenues of equal rank and dignity with the lien and pledge securing the payment of the Previously Issued Obligations and the Certificates. SECTION 19: Application of Prior Lien Obligations Covenants and Agreements. It is the intention of this governing body and accordingly hereby recognized and stipulated that the provisions, agreements and covenants contained herein bearing upon the management and operations of the System, and the administering and application of revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements and covenants contained in the ordinances authorizing the issuance of the Prior Lien Obligations, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of the Prior Lien Obligations, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred thereby to the holders of the Prior Lien Obligations. SECTION 20: Mutilated - Destroyed - Lost and Stolen Certificates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Certificates. SECTION 21: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and the Net Revenues of the System and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates or any principal amount(s) thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at maturity or the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent _ accounting firm to mature as to principal and interest in such amounts and at such times as will 45167033_1. DOC 19 insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof 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 Certificates to be treated as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, of the Certificates such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. SECTION 22: Ordinance a Contract - Amendments. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a majority in aggregate principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Certificates, reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required to be held by Holders for consent to any such amendment, addition, or rescission. SECTION 23: Covenants to Maintain Tax - Exempt Status. (a) Definitions. When used in this Section, the following terms have the following meanings: "Closing Date" means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in Section 1.148 -1(b) of the Regulations. 45167033_1.DOC 20 "Gross Proceeds" means any Regulations, and any replacement Regulations, of the Certificates. proceeds as defined in Section 1.148 -1(b) of the proceeds as defined in Section 1.148 -1(c) of the "Investment" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purposes of the Certificates. "Rebate Amount" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Certificates. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment has the meaning set forth in Section 1.148 -5 of the Regulations and (2) the Certificates has the meaning set forth in Section 1.148 -4 of the Regulations. (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Certificate, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Certificates: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as 45167033_1. DOC 21 using Gross Proceeds of the Certificates or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of the Certificates. (f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. (g) Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or such other form and in such place as the Secretary may prescribe. (h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Certificate is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) _ 45167033_1. DOC 22 of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Interest and Sinking Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Certificates equals (i) in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (100 %) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90 %) of the Rebate Amount on such date. In all cases, the rebate payments shall be made 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 i (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 -3(h) of the Regulations. (i) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Certificates not been relevant to either party. (j) Elections. The City hereby directs and authorizes the Mayor, City Manager, or Director of Finance, individually or jointly, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. SECTION 24: Sale of Certificates — Official Statement Approval. The Certificates authorized by this Ordinance are hereby sold by the City to SWS Securities and RBC Dain Rauscher Inc. (herein referred to as the "Purchasers ") in accordance with the Purchase Contract, dated April 22, 2002, 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 Contract 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 Contract, 45167033_1. DOC 23 the City Council hereby finds, determines and declares that the representations, warranties and agreements of the City contained in the Purchase Contract are true and correct in all material _ respects and shall be honored and performed by the City. Furthermore, the use of the Official Statement by the Purchasers in connection with the public offering and sale of the Certificates is hereby ratified, confirmed and approved in all respects. The final Official Statement, which reflects the terms of sale, attached as Exhibit A to the Purchase Contract (together with such changes approved by the Mayor, City Manager, Director of Finance, or City Secretary, one or both of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute said final Official Statement, dated April 22, 2002, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of said Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. SECTION 25: Proceeds of Sale. The proceeds of sale of the Certificates, excluding the accrued interest and premium, if any, received from the Purchasers, shall be deposited in a construction fund maintained at the City's depository bank. Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in authorized investments in accordance with the provisions of V.T.C.A., Government Code, Chapter 2256, including guaranteed investment contracts permitted by V.T.C.A., Section 2256.015 et seq., and the City's investment policies and guidelines, and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Certificate Fund as shall be determined by the City Council. Accrued interest and premium, if any, as well as all surplus proceeds of sale of the Certificates, including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Certificate Fund. SECTION 26: Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending the sale of the Certificates, the investigation by the Attorney General of the State of Texas, including the printing and supply of definitive Certificates, and shall take and have charge and control of the Initial Certificate(s) pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers. Furthermore, the Mayor, Mayor Pro Tem, City Manager, Director of Finance, and City Secretary, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the issuance of the Certificates, including a certification as to facts, estimates, circumstances and reasonable expectations pertaining to the use and expenditure and investment of the proceeds of the Certificates as may be necessary for the approval of the Attorney General and their registration by the Comptroller of Public Accounts. In addition, such officials, together with the City's financial advisor, bond counsel and the Paying Agent/Registrar, are authorized and directed to make the necessary arrangements for the delivery of the Initial Certificate(s) to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 27: 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 45167033_1.DOC 24 the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 28: Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent /Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent /Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying Agent /Registrar shall be returned to the City. SECTION 29: Bond Counsel's Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Dallas, Texas, approving the Certificates as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Certificates. An executed counterpart of _ said opinion shall accompany the global certificates deposited with The Depository Trust Company or a reproduction thereof shall be printed on the definitive Certificates in the event the book entry only system shall be discontinued. SECTION 30: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving the Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 31: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent /Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, and this Ordinance and all its provisions is intended to be and shall be for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. SECTION 32: 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 33: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. 45167033_1.DOC 25 SECTION 34: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 35: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 36: Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 37: Continuing Disclosure Undertaking. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2 -12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. (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, 2002) financial information and operating data with respect to the City of the general type included in the final Official Statement approved by Section 24 of this Ordinance, being the information described in Exhibit C hereto. Financial statements to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit C 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. 45167033_1.DOC 26 (c ) Material Event Notices. The City shall notify any SID and either each NRMSIR or _ the MSRB, in a timely manner, of any of the following events with respect to the Certificates, if such event is material within the meaning of the federal securities laws: (1) Principal and interest payment delinquencies; (2) Non - payment related defaults; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions or events affecting the tax - exempt status of the Certificates; (7) Modifications to rights of holders of the Certificates; (8) Certificate calls; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Certificates; and (11) Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such Section. (d) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section while, but only while, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give the notice required by subsection (c) hereof of any Certificate calls and defeasance that cause the City to be no longer such an "obligated person." The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable 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 Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. 45167033_1.DOC 27 Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances resulting from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted underwriters to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a 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 Certificates consent to such amendment or (b) a Person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Certificates. The provisions of this Section may also be amended from time to time or repealed by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and to the extent that reservation of the City's right to do so would not prevent underwriters of the initial public offering of the Certificates from lawfully purchasing or selling Certificates in such offering. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 38: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by V.T.C.A., Government Code, Chapter 551, as amended. 45167033_1.DOC 28 SECTION 39: Effective Date. This Ordinance shall be in force and effect from and after its, passage on the date shown below. PASSED AND ADOPTED, this April 22, 2002. CITY OF NORTH RICHLAND HILLS, TEXAS Mayor ATTEST: City Secretary APPROVED AS TO LEGALITY: City Attorney (City Seal) 45167033_1.DOC 29 PAYING AGENT /REGISTRAR AGREEMENT THIS AGREEMENT entered into as of April 22, 2002 (this "Agreement "), by and between the City of North Richland Hills, Texas (the "Issuer"), and Bank One, National Association, a banking corporation organized and existing under the laws of the United States of America, RECITALS WHEREAS, the Issuer has duly authorized and provided for the execution and delivery of its "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System Surplus Revenue Certificates of Obligation, Series 2002" (the "Securities "), dated April 15, 2002, such Securities scheduled to be delivered to the initial purchasers thereof on or about May 29, 2002; 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. 45167219_1.DOC 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 Westerville, Ohio 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, City Secretary, City Manager, or Director of Finance, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or 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). "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. 45167219_1.DOC -2- Exhibit A "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 Agent. 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: Bank One, National Association, Attention: Securities Transfer, 235 West Schrock Road, Westerville, Ohio 43081 -0393. 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. 45167219_l.DOC -3- Exhibit A ARTICLE FOUR REGISTRAR Section 4.01 Security Register - Transfers and Exchanges. 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. The Bank represents and warrants its office in Austin, Texas will at all times have immediate access to the Security Register by electronic or other means and will be capable at all times of producing a hard copy of the Security Register at its Austin office for use by the Issuer. 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 Agent/Registrar. 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 Security Register. 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 45167219_1.DOC -4- Exhibit A Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up -to -date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05 Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank, subject to the provisions of Section 20 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. (a) 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. 45167219_l.Doc -5- Exhibit A (b) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (c) 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. (d) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (e) 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 - Paying Agent 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. 45167219_1.DOC -6- Exhibit A The Bank is not obligated to pay interest on any money received by it hereunder. 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 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 Assignment. 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, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 9. Section 6.04 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05 Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. 45157219_l.DOC -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 V any way be affected or impaired thereby. Section 6.07 Benefits of Agreement. 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 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. 45167219_1.DOC _$_ Exhibit A IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [SEAL] Attest: Title: (CITY SEAL) Attest: City Secretary BANK ONE, NATIONAL ASSOCIATION BY: Title: Address: 221 West Sixth, 2 "d Floor Austin, Texas 78701 CITY OF NORTH RICHLAND HILLS, TEXAS BY: Mayor Address: P. O. Box 820609 North Richland Hills, Texas 76182 45167219_l.DOC -9- Exhibit A Exhibit C to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 37 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The financial statements of the City appended to the Official Statement as Appendix B, but for the most recently concluded fiscal year. 2. The information contained in Tables 1 through 6 and 8 through 15 in the Official Statement Accounting Principles The accounting principles referred to in such Section are the generally accepted accounting principles as applicable to governmental units as prescribed by The Government Accounting Standards Board. 45167033_1.DOC CITY OF NORTH RICHLAN© HILLS Department: Parks and Recreation council Meeting Date: 4/22/02 Subject: Award of the Professional Services Contract to Newman Jackson Bieberstein, Inc., in the amount of $2-, Neighborhood Parks Project — Resolution No. 2002 -033 Agenda Number: PU 2002 -020 ,151 for the The approved Parks and Recreation Facilities Development CIP Budget includes funding for the design and construction of seven new neighborhood parks at the following locations: Brandonwood Park Site Amundson /Main Park Site Forest Glen East Park Site Stonybrooke School Site Snow Heights Elementary School Mullendore Elementary School Industrial /Holiday Park Site Proposed neighborhood park improvements at each site include a playground, pavilion, multi -use trail, landscaping, and irrigation. The total cost for all seven neighborhood parks is $2,213,000. Three of the parks will be constructed on BISD Elementary School property. The Forest Glen East Park site is being funded through a TPWD grant in the amount of $363,000. Proposals were mailed to the following firms: Dunkin Sims Stoffels Kimley Horn & Associates A+ KBS CR -a HOK Brinkley Sargent Architects Six proposals were received as follows: Landscape Alliance MESA Design Group Newman Jackson Bieberstein, Inc. Vidaud & Associates Team Design Schrickel Rollins & Associates Dunkin Sims Stoffels Landscape Alliance Kimley Horn & Associates MESA Design Group A+ Newman Jackson Bieberstein, Inc. Finance Review Source of Funds: Account Number 125- 0000 - 604.79 -00 Bonds (GO /Rev.) Sufficiept Funds Available Operating Budget Other ____Budget Director — Finance Director G.i cure Page 1 of 2 r� CITY OF NORTH RICHLAND HILLS The proposals were reviewed and evaluated based on the following criteria: Experience of the Firm Financial Stability Quality of Previous Work Qualifications of the Project Manager Past Record with the City Management Approach A selection committee, lead by Greg Vick, with committee members Jim Browne, Karen Bostic, Cathy Horton, Gary Bechthold and Paulette Hartman, met on February 13, 2002 to review proposals and selected four firms to interview in accordance with the professional services procurement policy. The selection committee conducted interviews on March 13, 2002, and after a thorough evaluation, Newman Jackson Bieberstein, Inc., (NJB) was selected to perform the necessary professional and technical services for the project. Payment for services is not to exceed $270,151. Based on a very tight time frame, construction bid documents are due to the City by September 30, 2002. NJB was the consultant for the City -Wide Trail System Master Plan, Little Bear Creek Trail, Calloway Trail and Phase I Bike Route Signs and Maps. NJB is also a sub - consultant to Teague Nall and Perkins for the Walker's Creek Trail project. NJB is a firm known for their parks work throughout north Texas. This project is in accordance with City Council Goal #2 regarding quality development and City Council Goal #5, providing quality of life amenities for the community. Recommendation: To award the Professional Services Contract to Newman Jackson Bieberstein, Inc., in the amount of $270,151 for Neighborhood Parks and approve Resolution No. 2002 -033 authorizing the City Manager to execute the contract. CITY COUNCIL ACTION ITEM Page 2 of 2 RESOLUTION No. 2002 -033 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: Section 1: THAT the City Manager is hereby authorized to execute the Professional Services Contract with Newman Jackson Bieberstein, Inc. for the Neighborhood Parks Project, as the act and deed of the City. AND IT IS SO RESOLVED. PASSED AND APPROVED on the 22nd day of April 2002. CITY OF NORTH RICHLAND HILLS MA Charles Scoma, Mayor ATTEST: Patricia Hutson, City Secretary APPROVED AS TO FORM AND LEGALITY: George Staples, City Attorney APPROVED AS TO CONTENT: Jim Browne, Director, Parks & Recreation CITY OF NORTH RICHLAND HILLS Department: Planning & Inspections Department Council Meeting Date: 4/22/02 Subject: Consider the request from Tommy Abbot M. D. for the Agenda Number: PS 2002 -14 approval of the Final Plat of Lots 1 -R and 22 -R, Block N of the Original Town of Smithfield Addition located in the 8300 block of Main Street (4.916 acres) Case Summary: Dr. Tommy Abbot is requesting approval of the Final Plat of Lots 1 -R and 22 -R, Block N of The Original Town of Smithfield Addition located in the 8300 block of Main Street. The purpose of this replp t is to combine individual lots for the purpose of development. The applicant has an industrial user for Lot 1 -R. This user will continue to use an existing single family residence located on Lot 22 -R as a residence. 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 concerning this plat. The applicant has submitted a plat revision that addresses these comments. Current Zoning: Proposed Lot 1 -R is zoned 1-2 Medium Industrial. Proposed Lot 22 -R is zoned AG Agricultural. Comprehensive Plan: The Comprehensive Plan indicates retail uses for proposed Lot 1 -R and low density residential uses for proposed Lot 22 -R. The proposed industrial use for Lot 1- R is more intensive than the uses proposed by the Plan but is consistent with the current zoning. The continued use of the existing residence on Lot 22 -R is consistent with the Plan. Right Of Way: No additional street ROW is required for this development., Utilities: No issues concerning the extension of utilities to the site have been identified. Flood or Drainage: A small portion the southwest corner of the plat is located within the 100 - year floodplain. No drainage issues have been identified by staff. Traffic /Access: The site's north property line parallels Main Street. Access will be from Main Street but as yet no specific plans have been submitted to staff for review. Finance Review Source of Funds: Bonds (GO /Rev.) Operating Budget Other Department Head Signature PS 2002 -14 Original Town of Smithfield CC Account Number Sufficient Funds AVatiable Finance Director City Manager Si nyure Page 1 of 2 CITY OF NORTH RICHLAND HILLS Tree Preservation: The site exhibits a limited amount of foliage along the property boundaries. No tree surveys or landscaping plans have been submitted to staff for review to determine preservation status. This information will be provided during the permit process. Parkland Dedication Fee: Subdivision replats are not subject to Park Fees. RECOMMENDATION: The Planning and Zoning Commission at their meeting on, 2002, recommended approval of PS 2002 -14 by a vote of 7 -0. To approve PS 2002 -14 a Final Plat of Lots Addition as recommended by the Planning and Zoning Commission. CITY COUNCIL ACTION ITEM PS 2002 -14 Original Town of Smithfield CC Page 2 of 2 wiu!m! PS 2002 -14 CONSIDERATION OF A REQUEST FROM TOMMY ABBOTT M.D. FOR THE APPROVAL OF THE FINAL PLAT LOTS 1 -R AND 22 -R, BLOCK N, ORIGINAL TOWN OF SMITHFIELD ADDITION LOCATED IN THE 8300 BLOCK OF MAIN STREET (4,916 ACRES). APPROVED Director of Development, John Pitstick, summarized the case. Dr. Tommy Abbot is requesting approval of a Final Plat of Lots 1 -R and 22 -R, Block N in the Original Town of Smithfield Addition located in the 8300 block of Main Street. This is part of the original town and combines several lots. The purpose of this replat is to combine individual lots for the purpose of development. There is property to the west located off the southeast corner of Main. The railroad tracks are currently zoned industrial. There is no additional right -of -way required for Main Street. A part of the southwest portion of the property is in the flood plane and that has been designated as a drainage easement. Tim Welch inquired as to the Comprehensive Plan designation for the property to the south which is currently zoned AG (Agriculture). John Pitstick was not sure but indicated that he would check the Comprehensive Land Use map and inform the Commission members after the applicant speaks. Tim Welch questioned whether or not the applicant would be required to build a screening wall if the property to the south is residential use. John Pitstick replied that screening wall and setbacks would be required if the property is zoned residential. Chairman Bowen recognized Pat Moffatt. Mr. Moffatt spoke on behalf of Dr. Abbott. He stated that they have come before the Commission in order to combine the small lots and create a large enough lot (at least 2 acres) for development, which enhances the property and meets with the city's criteria for development. He stated appreciation for the help received from John Pitstick, Mike Curtis, Dave Green, and Andrea Jobe. Mr. Moffatt asked that the commission recommend approval of this replat. Tim Welch inquired as to the. applicant's present and future plans for the existing house on Lot 22R. Mr. Moffatt stated that it would be used as a residence. Tim Welch asked if they plan to rezone the property. Mr. Moffatt indicated they did not plan to rezone the property. Tim Welch asked if the applicant understands that they must go through the rezoning process any time there are any improvements. Mr. Moffatt stated that they are aware of that requirement. John Pitstick returned to the podium to state that the property to the south, which Mr. Welch was inquiring about, is designated residential on the Comprehensive Land Use Plan, which would require a screening fence. The property currently is zoned agricultural and Mr. Pitstick believes that the screening fence and setbacks default to the Comprehensive Land Use Plan. Mr. Pitstick will obtain an interpretation from the City Attorney and advise the Commission prior to site plan approval. Don Bowen recognized William Campbell. William Campbell explained that he did all the title work for Dr. Abbott. He explained that lots 15 and 22 were split. The land was purchased by Dr. Abbott's mother in 1935. Later on, she split the land between her sons. There were no further questions or comments. Mr. Tucker, seconded by Mr. Blue, motioned to approve PS 2002 -14. The motion was approved unanimously (7 -0). NRH CITY OF NORTH RICHLAND HILLS MEMO TO: Dave Green, Planner FROM: Andrea Jobe, EIT, Engineer Associate RE: Original Town of Smithfield; Lot 1R, Block N Public Works i Administration February 27, 2002 These are Public Works' review comments from the Final Plat received January 23, 2002. Our review time began when the utility plans were received on February 13, 2002. These comments should be used with the marked up copies of the Final Plat and Water & Sanitary Sewer Plans. COORDINATES Show Texas NAD83 State Plan Coordinates for at least two property corners of the property to be platted. 2. OFFSITE EASEMENTS Show the existing offsite utility easements for all adjacent properties. 3. ADJACENT PROPERTY OWNERS Show the names of all property owners within 100 -feet of the proposed development. Also, show the current lot divisions within Smithfield Block "M." 4. SETBACK LINES Show building setback lines and any existing structures than encroach upon the setback lines. 5. OWNER'S DEDICATION Add a signature block for Dr. Abbott in the Owner's Dedication Certificate. 6. FLOOD PLAIN LIMITS Show the flood plain limits on the plat even though this is a final re -plat. The flood plain area will be required to be dedicated as a drainage easement. 7. LOT 15 This replat cuts the existing Lot 15 into 2 sections. The remaining section does not meet city citeria. 8. MAIN STREET Locate iron pins on both sides of Main Street so that the exact width can be determined and shown on the plat. 9. EASEMENT DEDICATION The easement dedication paragraph needs to be included after the metes and bounds description. "The easements indicated on the Plat are for the purposed of construction, using and maintaining public utilities and streets, P C. Box 820609 * North Richland Hills, Texas 76182 -0609 x-01 Northeast Loop 820 * (817) 427 -6400 * Fax (817) 427 -6404 Original Town of Smithfield February 27, 2002 Page 2 of 2 including, but not limited to underground conduits, manholes, access points, pipes, valves, posts, above ground cables, wires and /or combinations thereof together with the right of ingress and egress." 10. ZONING Show the current zoning of the properties included on this plat. 6�,� � R. Jobe, E.I.T., / �gineer Associate ARJ /pwm2002 -022 cc: Mike Curtis, P.E., Public Works Director Jon Lovell, E.I.T., Engineer Associate CITY OF NORTH RICHLAND HILLS Department: Planning & Inspections Department Council Meeting Date: 4/22/02 Subject: Consider a request by the Hoover /Klein Groi rezone two tracts from C -1 Commercial to The sites are located 7821 Davis Boulevard acres). Ordinance No. 2616 ip Inc. to Agenda Number: PZ 2002 -08 R -3 -PD Residential Planned Development. (5.1 acres) and 7901 Davis Boulevard (4.3 Case Summary Bryan Klein of the Hoover /Klein Group is requesting a rezoning of two tracts of land on Davis Boulevard. Tract No.1 is a 5.1 -acre site located near the southwest corner of the intersection of Bursey Road and Davis. This tract is also bounded by Green Valley Drive on the south. Tract No. 2 is a 4.3 -acre site located near the northwest corner of the same intersection. The proposed R -3 Residential zoning is consistent with the existing subdivision west of both tracts. The owner of these tracts also owns the balance of the commercially zoned tracts at this intersection. The owner plans to develop commercial uses on these sites at 'a future date. The City Council held a public hearing on Monday, April 8 and tabled this item for a formal vote on April 22 with the only request that it be brought back under an R3 -PD with a minimum dwelling unit size of 1,800 square feet. Comprehensive Plan — The Comprehensive Plan indicates Neighborhood Service uses for the tract north of Bursey Road and Retail uses for the tract south of Bursey Road. Approval of this zoning request will require recognition of a change to the Plan from the uses listed above to low density residential Plat Status — Neither tract is platted. The applicant has not as yet submitted preliminary plats for these tracts. Surrounding Zoning /Land Use North: PD for elderly independent living / Villas on Bear Creek development East: AG, R -2, R -3 / Vacant, future site of House of Grace Church South: R -3, C -1, C -2 I Large lot residential West: R -3 Residential / Existing residential subdivision (Ember Oaks) Finance Review Source of Funds: Bonds (GO/Rev.) Operating Budget Other Department Head Signature PZ 2002 -08 Davis /Bursey CC sum. Account Number Sufficient Funds Available Finance Director J' Manager Signature CITY OF NORTH RICHLAND HILLS Recommendation: The Planning and Zoning Commission met on Thursday, March 14, 2002 and voted 4 to 1 to recommend approval of this request for straight R3 zoning but had comments relating to minimum dwelling unit sizes. The City Council tabled this zoning case to April 22, 2002 to allow the applicant to change his request to an R3 -PD with a minimum of 1,800 square feet for all dwelling units. The only stipulation from . City Council was to require a minimum dwelling unit size. The applicant has since changed his request to a minimum of 50% of the lots to have a minimum dwelling unit size of 1,800 square feet and 50% of the lots to have a minimum dwelling unit size of 2,000 square feet. If the Council determines that this zoning Is acceptable, the following motion is recommended: Approval of PZ 2002 -08 and Ordinance No. 2616 for 38 113 -131) residential lots with 50 % of the lots to have a minimum dwelling unit size of 1,800 square feet and 50% of the lots to have a minimum dwelling unit size of 2,000 square feet. PZ 2002 -08 Bursey /Davis CC sum. Page 2 of 2 ORDINANCE NO. 2616 2 AN ORDINANCE OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, 4 REZONING TWO TRACTS OF LAND IN THE S. RICHARDSON SURVEY, EMBER OAKS ADDITION, FROM "Cl" COMMERCIAL TO "R -3PD" 6 RESIDENTIAL, AND APPROVING A PD SITE PLAN THEREFOR (PZ 2002 -08); ESTABLISHING A PENALTY; PROVIDING FOR PUBLICATION; AND 8 PROVIDING AN EFFECTIVE DATE. 10 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 12 before such hearing; and, 14 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, 16 WHEREAS, public hearings to zone the property herein described were held before both the 18 Planning and Zoning Commission and the City Council, and the Planning and Zoning Commission has heretofore made a recommendation concerning the zone 20 change; and, 22 WHEREAS, the City Council is of the opinion that the zone change herein effectuated furthers the purpose of zoning as set forth in the Comprehensive Zoning Ordinance and 24 is in the best interest of the citizens of the City of North Richland Hills; NOW, THEREFORE, 26 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND 28 HILLS, TEXAS: 30 Section 1: THAT the Comprehensive Plan, the Comprehensive Zoning Ordinance and the zoning map of the City of North Richland Hills is hereby amended by rezoning 32 a 5.151 -acre and a 4.337 -acre parcel of land described, respectively, on Exhibits "A "and `B" hereto, from C -1 Commercial zoning to R -3 PD Residential zoning, 34 and approving the site plan for such property. 36 Section 2: The permitted uses and development regulations for this R -3 Planned Development District shall be those for R -3 zoning districts, except that 38 minimum dwelling unit size shall be 2,000 square feet on at least 50 % of the lots and the minimum dwelling unit size on the remainder shall be 1,800 square feet. 40 Section 3: Any person, firm or corporation violating any provision of the Comprehensive 42 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 44 Thousand Dollars ($2,000.00). Each day any such violation shall be allowed to continue shall constitute a separate violation and punishable hereunder. W: \Noi4hRichlandHills \General \Ordinances \R- 3PD.wpd 1 2 4 6 8 10 12 14 16 18 20 22 24 26 28 Section 4: The City Secretary is hereby authorized and directed to cause the publication of the descriptive caption and penalty clause of this ordinance. Section 5: This ordinance shall be in full force and effect immediately after passage. AND IT IS SO ORDAINED. PASSED AND APPROVED on this 22nd day of April, 2002. CITY OF NORTH RICHLAND HILLS ATTEST: Patricia Hutson, City Secretary Approved as f rm and legality: George A. Staples, A ttorney Charles Scoma, Mayor 4 oa \ `\ . 495p 0 \v/ l a., 12 ZZVJ 0 13 44 AS K 14 >. 'r! 15 HE v R ARE �. 17 10 18 15.547 AC 8 19 20 7 11 II OR 21 12 J 10 22 IJ 9 23 NpR K 6 13 1 z 7 POP 8 5 24 2a2 14 J 3 a10* 14 I 1 4 15 3 (JT(i,1, 4 U g "L ,� 5 10 � 3 16 7 �� � �L U 8 9 t7 1 _ COUNTRY PLF1Cc on 2 ci 5 18 0- ,.. • u2 4 10 7 1 19 x TR L 3 11 U 8 IIAI 3 1.05 AC 29 12 Q 5 2 U 3 13 i 1 13 4 TR 11A O 3 p. 12 AC 14 12 M 15 z >a 11 14 TR I2,1 3! t a _ TR 12AIB � d 15 TR 12A1 ! Ac 1. 96 AC I 1 RO.1D 9 16 10 B 17 q 7 !8 8 TR 12AIA 7. 3 AC 6 19 7 C <LLi 20 6 5 j ,..� ' 21 �-+ 1.27 AC 4 5 _ TR 12AIA1 22 4 ..,. 3 rr, 23 I'r 3 TR 12A 5.62 AC 2 24 j 2 Q 1 25 GREEN VALLEY DRIVE LIGNT 1 „ 13 C r I I IAI 23970 \29 .2375 o A x TR 12 .w = .0275 0 .0301 a 1AIA - 3.24 AC 112 1� L I. 165 !s CASE NUMBER 4 1 PZ 2002 -08 7 5 From C -1 Commercial 1 2 ' 1 to R -3 Residential i s. 1 .. TR 12G Iq ; 7.54 AC ( — PZ 2002 -08 PUBLIC HEARING TO CONSIDER A REQUEST BY THE HOOVER/KLEIN GROUP INC. TO REZONE TWO TRACTS FROM C -1 COMMERCIAL TO R -3 RESIDENTIAL. THE PROPERTIES ARE LOCATED AT 7821 DAVIS BOULEVARD (5.1) AND 7901 DAVIS BOULEVARD (4.3 ACRES) APPROVED Cathy Horton summarized the case. This is a request for two pieces of land north and south of Bursey Drive and west of Davis Boulevard to be down -zoned from C -1 Commercial to R -3 Residential. The proposed zoning matches the R -3 zoning located in the subdivision directly to the west of both of these tracts. The C -1 zoning that exists on these parcels also exists on out to Davis Boulevard. Down zoning these parcels further extends the buffer between the existing residential and the proposed commercial development along Davis. The Comprehensive Plan shows Neighborhood Service for these parcels as well as the land extending to the intersection, but Staff feels that because adjacent zoning is R -3 and this request is R -3, it would substantially lengthen the buffer and should not have negative impact on this area. The sizes of the two tracts (5- and 4- acres) appear to be in -fill development. A plat has not been submitted to date, but staff showed the Commission a potential drawing that would be submitted where a cul -de -sac would be taken north off Bursey to develop Tract 2 and one street would connect Bursey Road south to Green Valley Drive on Tract 1. Bryan Klein, Hoover /Klein Group, 416 N. Main St., #120, Euless, came forward to speak on behalf of the owner of the property. The development objective is to rezone the parcels in order to create 38 residential lots and create the balance of the property into reasonable proportional tracts for future commercial development. As currently zoned, there are no plans for commercial development. Mr. Klein explained that the property, at present, is excessively deep for as much width as it has along Davis Boulevard. For active use and development, the owner would like to extend the present residential from the west toward the east, which is the reason for this rezoning request. The owner will then seek people who will be interested in developing and occupying the site for commercial development. Mr. Klein presented each Commissioner with a packet, which he stated contains two options for reasonable development of the remainder of the property. Mr. Klein stated that the single - family lots meet the standards for R -3 zoning which is a typical lot size of 65 x 120. The cul -de -sac lots would be considerably larger and would be considered the premium lots. The two options for future development include commercial development of 7.65 acres with a strip center, some office, some retail /office mix and a possibility of a branch bank location. Those are not proposed but show the possibility that this acreage could accommodate those uses. The other option would be a slightly different style of development on the 7.65 acreage and would include retail /office mix on smaller pad sites. Mr. Klein stated that it is hard to determine right now what the market would support. In conclusion, he stated that he is here to address the questions and concerns of the Commission. He requested that they recommend to the City Council a favorable rezoning of this property. Mr. Welch asked if the south tract between Green Valley Drive and Bursey would be large enough to support, for instance, a Kohl's Department Store. He would find it undesirable to have a large box user at this site. Mr. Klein stated that large box users such as Kohl's, K -Mart, Wal -Mart, Home Depot, and Lowe's have chosen other sites for other market reasons, and this site is not well situated for a large box user. That drove the owner to divide it down into something that could be used for commercial development. Mr. Nehring asked if the tracts will connect to the existing subdivisions to the west on both the north and south sides of Bursey or will they be separate? Mr. Klein replied that there will not be a street connection but they will be backyard to backyard. Mr. Laubacher asked if they had done a comparison of property values for the development to the west versus the selling price of the homes they plan to build. Gary Cantrell, PCC Davis Property, Ltd., 3400 Glade Road, Colleyville, came forward to answer Mr. Laubacher's question. Mr. Cantrell stated that the homes to the west, Ember Oaks Addition, were a Fox & Jacobs subdivision. He stated that those homes range from approximately $155,000 to $175,000. He stated that his lot prices would be in the mid -40s and the home values would start at $175,000 to $200,000. Mr. Welch stated that R -3 zoning requires 1600 sq. ft. minimum homes. He asked if they would be willing to raise the minimum size of the houses that they plan to build. Mr. Cantrell replied that there is a possibility that they could do that. He stated that he would like to keep it low but 1800 sq. ft. might be acceptable. Chairman Bowen stated that generally in an area where there is a minimum, the average is going, to be somewhat larger anyway. Mr. Nehring commented that he understands that these tracts, and what is adjacent to them, are compatible, and this is a pretty good plan for development, but it is not the direction that the City or Council wants to go because it goes against the current guidelines. Mr. Nehring would like to see R -2 for these lots. Several citizens filled out comment cards and requested that they be allowed to speak. Chairman Bowen called Dan Recchia. Mr. Recchia lives at 7820 Cloverleaf Drive in the Ember Oaks Addition. He stated that two homes on his street are 1680 square feet, and several are 1800 and 2400 square feet. Mr. Recchia's home is 2806 square feet, and three other homes on the street are 3300 sq. ft. He takes issue with the values that Mr. Cantrell placed on the homes that he plans to build. Mr. Recchia values his home of 2800 sq. ft. at $185,000- $190,000. He wonders how Mr. Cantrell will be able to sell a 1600 square foot home for $175,000 to $200,000. Mr. Recchia is also concerned about the small lot size. He wondered if it would be possible to have 30 lots rather than 38 lots. Chairman Bowen explained that the lot sizes for this development would be very comparable to the lot sizes on Mr. Recchia's street. Mr. Recchia responded that he thinks the lot sizes on his street are 72 x 120. Chairman Bowen stated that the next street is R -3 and so long as the applicant meets the standards of R -3 he is within the ordinance. Mr. Recchia asked if a plan had been submitted yet that the neighborhood could see and would there be two story homes? Chairman Bowen explained that this is a zoning hearing only. He also stated that - even during the platting process, the types of houses would not be specified. He stated that there probably would be a mix of one and two story but at this point that is unknown. Mr. Welch asked if Mr. Recchia was, generally, for or against this development? Mr. Recchia responded that he is for it if it is comparable in size of homes to the existing community to the West. He would like to see offices in the commercial development rather than retail. Chairman Bowen commented that he would prefer 1800 square feet minimum, which would make the average somewhat larger. Chairman Bowen called Byron Meek. Mr. Meek resides at 7805 Cloverleaf Drive. He requested clarification of R -2 versus R -3 zoning. Chairman Bowen explained that R -3 requires 7500 square foot minimum lot size with 1600 square foot minimum residence size, and R -2 requires 9000 square foot minimum lot with 2000 square foot minimum residence size. Mr. Meek asked what type of home construction would be allowed? Chairman Bowen replied that the City has a masonry ordinance, which requires that the first floor of a residence must be 100% masonry. Mr. Meek stated that he is for residential zoning and his main concern is property values. Chairman Bowen called Scott Wood. Mr. Wood resides at 8100 Green Valley Drive. Mr. Wood's concern regards the location of the street between Green Valley and Bursey. If the street is close to Mr. Wood's driveway, he is concerned that it will be difficult for him to get in and out of his house. The Chairman asked Mr. Klein to answer Mr. Wood's question regarding the location of the road. Mr. Klein suggested that if he lived there he would use Bursey to exit onto Davis since there is a light at that intersection. Mr. Klein believes that more traffic will impact Bursey rather than Green Valley. Mr. Klein then summarized his presentation, again, repeating most of the points he made in his earlier presentation. Chairman Bowen asked if anyone else wished to speak in favor or against this zoning request. Mr. Recchia returned to the podium to ask if there is any kind of utility easement behind the existing backyards. Chairman Bowen explained that Public Works would have to determine that issue. As there were no other comments or questions, Chairman Bowen closed the public hearing. Mr. Nehring commented that he likes this plan but he would vote for R -2 rather than R -3 for the homesites. Chairman Bowen commented that since there is R -3 to the west and this is a continuation of a transition zone, it isn't an R -2 fit. He feels R -3 is an appropriate fit although he would like to see a minimum of 1800 square feet homes. Mr. Welch commented that he concurs with Chairman Bowen. With good planning, appropriate buffers are needed. An appropriate buffer between R -3 and commercial could be multi - family, which would not be the way to go here, so this is a good trade -off. Mr. Welch stated that he is glad to hear that big boxes are not interested in this site. R -3 with a minimum of 1800 square feet homes is a good plan for this area. Mr. Laubacher stated that he concurs with Mr. Welch's comments. Chairman Bowen called for a motion. Mr. Laubacher made a motion to approve PZ 2002 -08 with the stipulation of a recommendation of 1800 square feet. Cathy Horton, Zoning Administrator, interrupted the motion to remind the Commission that this is a straight R -3 zoning request and the Commission cannot place restrictions, such as minimum house size, on a straight zoning request. The commission can ask the developer, in terms of a good faith effort, that the house size be raised. Mr. Laubacher, seconded by Mr. Welch, motioned to approve PZ 2002 -08, encouraging the developer to consider 1800 square feet. The motion passed (4- 1-0) with Mr. Nehring voting in opposition. 03 -07 -02 11:54AM Michael W. McGee 7900 Whispering Woods Lane North Richland Hills, Texas 76180 Subject: PZ 2002 -08, Abstract No. 1266 Zoning Commission Members, P02 As a resident of the Ember Oaks community and one who lives within 200 feet of the proposed zoning change, I would like to voice my families vote for `Approval' of this zoning change request. We feel it would be a positive move at this time to the continued improvement and value to our community. The only change I would like to see is a requirement for a minimum size home built of at least 1800 sq. ft. verses the 1600 sq. ft. requirement. One additional comment for the future, I would like for the remaining property in that area to remain either a C -1 zoning or possibly likewise R -3 `single' family housing. I would never like to see it re -zoned for C -2. Thank you for your time and consideration in this matter. Regards, Michael W. McGee 817 - 498 -8738 Page 1 of 1 Cathy Horton - Case PZ2002 -08 From: "Linda Prem" <linda.prem @unitedmessaging.net> To: <chorton(anrhtx.com> Date: 03/06/2002 8:11 AM Subject: Case PZ2002 -08 This is in reference to the rezone request Case# PZ 2002 -08. 1 live in the Ember Oaks subdivision which backs up to the property under consideration for rezoning. We actually own two homes in the subdivision. I am a proponent of the rezoning from C -1 to R3 (as long as the zoning stays single family and is not further changed to allow apartments). As a homeowner I believe the best way to protect my current home value is to be bordered by residential rather than commercial on Davis Blvd. However, I must express concern about commercial development on Davis. We have enough U Store and gas stations. I urge the council to head patience in the best development of the north part of the city and not to rush and approve every gas station, u store and fast food opportunity. Best regards, Linda Prem 7909 Whispering Woods NRH Linda Prem Sales Director United Messaging, Inc. Lind a.premna unitedmessaging . com mobile 817 - 271 -9445 office 972 - 719 -9169 file: / /C: \temp \GW } 00001.HTM 03/06/2002 NOTICE OF PUBLIC HEARING NORTH RICHLAND HILLS PLANNING AND ZONING COMMISSION CASE #: PZ 2002 -08 7821 Davis Boulevard (5.1 acres) 7901 Davis Boulevard (4.3 acres) Both tracts are situated in the Abstract No. 1266 S. Richardson Survey, 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 The Hoover /Klein Group, Inc. to rezone the above two tracts from C -1 Commercial to R -3 Residential for the purpose of developing a single family residential subdivision. Public Hearing Schedule: Public Hearing Dates: PLANNING AND ZONING COMMISSION THURSDAY, MARCH 14, 2002 CITY COUNCIL MONDAY, APRIL 8, 2002 Time: 7:00 P.M. Location: CITY COUNCIL CHAMBERS 7301 N. E. LOOP 820 NORTH RICHLAND HILLS, TEXAS 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 House of Grace Oglesby, Paul K etux Jane H. Smith, Iantha 2040 Willis Ln. 7800 Clover Leaf Dr. 7804 Clover Leaf Dr. Keller, TX 76248 North Richland Hills, TX 76180 Fort Worth, TX 76180 Sevatson, Allen D. Etux Julie A. 7808 Clover Leaf Dr. Fort Worth, TX 76180 Recchia, Daniel J. Etux Ariane 7820 Clover Leaf Dr. Fort Worth, TX 76180 Mackenzie, Mark Etux Cher 7832 Clover Leaf Dr. North Richland Hills, TX 76180 McGee, Michael W. Etux Joyce A. 7900 Whispering Woods Ln. Fort Worth, TX 76180 Walker, Michael L. & Sandra 7917 Woodland Dr. Fort Worth, TX 76180 Durkin, Douglas J. Etux Mary M. 7905 Woodland Dr. North Richland Hills, TX 76180 Harrison, Paul R. Etux Wanda L. 7900 Woodland Dr. North Richland Hills, TX 76180 Westphal, Daniel Etux Rosalie 7912 Woodland Dr. North Richland Hills, TX 76180 Pope, Darin A. Etux Valorie M. 7812 Clover Leaf Dr. North Richland Hills, TX 76180 Nation, Michael E. Etux Crystal 7824 Clover Leaf Dr. Fort Worth, TX 76180 Burroughs, Kenneth Etux Debra 7836 Clover Leaf Dr. North Richland Hills, TX 76180 Barnes, Russell L. 8113 Autumn Run Ln. Fort Worth, TX 76180 Chambers, Everett D. 7913 Woodland Dr. Fort Worth, TX 76180 Prem, Josef R. Etux Linda Marie 7909 Whispering Woods Ln. North Richland Hills, TX 76180 Woodruff, Charles Etux Jessica 7904 Woodland Dr. Fort Worth, TX 76180 Cobb, Darrell 7916 Woodland Dr. Fort Worth, TX 76180 Barry, Thomas Etux Shawn 7816 Clover Leaf Dr. Fort Worth, TX 76180 Sikorski, Brian Etux Joann 7828 Clover Leaf Dr. Fort Worth, TX 76180 Davis, Roger L. Etux Martha J. 7840 Clover Leaf Dr. Fort Worth, TX 76180 Werking, G. L. Etux theresa 7921 Woodland Dr. Fort Worth, TX 76180 Barnwell, C. B. Etux Jennifer E. 7909 Woodland Dr. North Richland Hills, TX 76180 Precht, Michael Louis 8116 Autumn run Ln. Fort Worth, TX 76180 O'Boyle, John M. Etux Rosalie R. 7908 Woodland Dr. Fort Worth, TX 76180 Wiseman, Leon H. 7920 Woodland Dr. Fort Worth, TX 76180 erring, Richard Etux Melissa Sloan, Tim Ali, Shahid 7924 Woodland Dr. 7928 Woodland Dr. 7932 Woodland Dr. Fort Worth, TX 76180 Fort Worth, TX 76180 North Richland Hills, TX 76180 Levens, John W. Jr. etux Cheryl Smith, Marvin D. Woodbriar Management Ltd. 7936 Woodland Dr. 7617 Douglas Ln. 5125 Davis Blvd. Fort Worth, TX 76180 Fort Worth, TX 76180 Fort Worth, TX 76180 Tarrant County 100 E. Weatherford St. Fort Worth, TX 76102 Wood, Scott R & Sara L. Wood 8100 Green Valley Dr. North Richland Hills, TX 76180 Lathrop, bobby J. Etux Cynthia 7845 Clover Leaf Dr. North Richland Hills, TX 76180 Mort, Charles R. Sr. Etux Pat 7833 Clover Leaf Dr. Fort Worth, TX 76180 Legault, Andy M. Etux Nancy C. 7817 Clover Leaf Dr. Fort Worth, TX 76180 KRR Villas on Bear Creek LP 1818 Cedardale Rd. Lancaster, TX 75134 Manning, Dwight Etux Linda 8048 Green Valley Dr. Fort Worth, TX 76180 Euler, John T. Etux Susan 7841 Clover Leaf Dr. North Richland Hills, TX 76180 Talty, John T. Etux Lesley A. 7825 Clover Leaf Dr. Fort Worth, TX 76180 Devenney, Alan T. Etux Darlene 7813 Clover Leaf Dr. Fort Worth, TX 76180 Miller, Robert L. 8104 Green Valley Dr. Fort Worth, TX 76180 Paul, Dennis K. Etux Rebecca L. 8044 Green Valley Dr. Fort Worth, TX 76180 Moyer, Walter C. Etux Celeta J. 7837 Clover Leaf Dr. Fort Worth, TX 76180 Becerra, Janice B. 7821 Clover Leaf Dr. Fort Worth, TX 76180 Woodruff, Robert B. & Claudia L. 7809 Clover Leaf Dr. Fort Worth, TX 76180 ✓leek, Byron T. Etux Rebecca Klappholz, Janet & M. Justice Shannon, W. J. Etux Diane 7805 Clover Leaf dr. 7801 Clover Leaf Dr. 7829 Clover Leaf Dr. Fort Worth, TX 76180 Fort Worth, TX 76180 Fort Worth, TX 76180 ORDINANCE NO. 2616 AN ORDINANCE OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, 4 REZONING TWO TRACTS OF LAND IN THE S. RICHARDSON SURVEY, EMBER OAKS ADDITION, FROM "Cl" COMMERCIAL TO "R -3PD" 6 RESIDENTIAL, AND APPROVING APD SITE PLAN THEREFOR(PZ 2002 -08); ESTABLISHING A PENALTY; PROVIDING FOR PUBLICATION; AND s PROVIDING AN EFFECTIVE DATE. 10 12 14 16 18 20 22 24 26 28 30 32 34 36 38 40 42 44 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, 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 Council is of the 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, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: Section 1: THAT the Comprehensive Plan, the Comprehensive Zoning Ordinance and the zoning map of the City of North Richland Hills is hereby amended by rezoning a 5.151 -acre and a 4.337 -acre parcel of land described, respectively, on Exhibits "A "and `B" hereto, from CA Commercial zoning to R -3 PD Residential zoning, and approving the site plan for such property. Section 2 The permitted uses and development regulations for this R -3 Planned Development District shall be those for R -3 zoning districts, except that minimum dwelling unit size shall be 2,000 square feet on at least 50 % of the lots and the minimum dwelling unit size on the remainder shall be 1,800 square feet. Section 3: 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. Ordinance No. 2616 Page 1 of 2 �a 2 4 10 12 14 16 18 20 22 24 AND IT IS SO ORDAINED. PASSED AND APPROVED on this 8th day of April, 2002. ATTEST: Patricia Hutson, City Secretary Approved as t form and legality: George A. Staples, Mtorney 0 CITY OF NORTH RICHLAND HILLS Charles Scoma, Mayor TRACT 1A BEING 5.151 acres of land located in the S. Richardson Survey, Abstract No. 1266, Tarrant County, Texas, and being a portion of the tracts of land conveyed to Trustees, E- Systems, Inc. Pool Trust, by the deed recorded in Volume 9097, Page 1021 of the Deed Records of Tarrant County, Texas. Said 5.151 acres being more particularly described by metes and bounds as follows: BEGINNING at an iron rod in the North right -of -way line of Green Valley Drive (a 50 foot wide right -of -way) lying at the Southeast corner of Lot 1, Block 3, Ember Oaks Addition to the City of North Richland Hills, Tarrant County, Texas, according to the plat recorded in Volume 388 -213, Page 63 of the Plat Records of Tarrant County, Texas; THENCE North 00 degrees 00 minutes 50 seconds East a distance of 833.09 feet, along the East boundary line of said Block 3 to an iron rod at the Northeast corner of Lot 11 of said Block 3, lying in the South right -of -way line of Bursey Road (a 68 foot right -of -way); THENCE along the South right -of -way line of said Bursey Road, as follows: 1. SOUTHEASTERLY 149.73 feet along a curve to the Left, having a radius of 634.00 feet, a central angle of 13 degrees 31 minutes 52 seconds, and a chord bearing South 67 degrees 34 minutes 04 seconds East 149.73 feet to a point at the end of said curve; 2. South 74 degrees 20 minutes 00 seconds East 160.45 feet, to a point at the beginning of a curve to the Left; 3. SOUTHEASTERLY 14.82 feet along a curve to the Left, having a radius of 1034.00 feet, a central angle of 00 degrees 49 minutes 15 seconds, and a chord bearing South 74 degrees 43 minutes 00 seconds East 14.82 feet to a point; THENCE South 10 degrees 22 minutes 33 seconds West a distance of 36.31 feet to a point, said point being the start of a curve to the Right; EXHIBIT N A" D 1, THENCE 159.15 feet along a curve to the Right, having a radius of 880.00 feet, a. central angle of 10 degrees 21 minutes 43 seconds, and a chord bearing South 05 degrees 11 minutes 41 seconds West 158.93 feet to a point at the end of said curve; THENCE South 00 degrees 00 minutes 50 seconds West a distance of 538.66 feet to a point in the North right -of -way of said Green Valley Drive; THENCE along the North right -of -way of said Green Valley Drive, North 89 degrees 14 minutes 59 seconds a distance of 286.02 feet, to THE PLACE OF BEGINNING, and containing 5.151 acres (224,368 square feet) of land, more or less. W:`NorthRichlandHills\GeneraP .Ordinances \Tract IA.wpd 2 TRACT 2A BEING 4.337 acres of land located in the S. Richardson Survey, Abstract No. 1266, Tarrant County, Texas, and being a portion of the tracts of land conveyed to Trustees, E- Systems, Inc. Pool Trust, by the deed recorded in Volume 9097, Page 1021 of the Deed Records of Tarrant County, Texas. Said 4.337 acres being more particularly described by metes and bounds as follows: BEGINNING at an iron rod in the North right -of -way line of Bursey Road (a 68 foot wide right -of -way ) lying at the Southeast corner of Lot 1, Block 8, Ember Oaks Addition to the City of North Richland Hills, Tarrant County, Texas, according to the plat recorded in Volume 388 -213, Page 63 of the Plat Records of Tarrant County, Texas; THENCE along the East boundary line of said Block 8, as follows: 1. North 14 degrees 00 minutes 00 seconds East a distance of 128.62 feet to a point; 2. North 16 degrees 20 minutes 50 seconds East a distance of 165.48 feet to a point; 3. North 19 degrees 39 minutes 30 seconds East a distance of 136.86 feet to a point; 4. North 22 degrees 49 minutes 39 seconds East a distance of 83.42 feet to a point at the Southwest corner of Lot 1, Block 1, The Villas on Bear Creek, an addition to the City of North Richland Hills, Tarrant County, Texas, according to the plat recorded in Cab "A," Slide 5059 of the Plat Records of Tarrant County, Texas; THENCE North 89 degrees 49 minutes 43 seconds East a distance of 358.54 feet, along the South boundary line of said Lot 1, to a point; THENCE South 00 degrees 25 minutes 00 seconds East a distance of 276.55 feet to a point; THENCE South 89 degrees 35 minutes 00 seconds West a distance of 156.32 feet W:, vorth Rich landHiI1s\General `,OrdinancesiTract 2A.wpd EXHIBIT N `� 11 to a point; THENCE South 19 degrees 39 minutes 30 seconds West a distance of 19.98 feet to a point; THENCE South 16 degrees 20 minutes 50 seconds West a distance of 151.16 feet to a point; THENCE South 14 degrees 00 minutes 00 seconds West a distance of 113.87 feet to a point in the North right -of -way line of said Bursey Road, same point being in a curve to the Right; THENCE along the North right -of -way of said Bursey Road, as follows: 1. NORTHWESTERLY 182.85 feet along a curve to the Right, having a radius of 966.00 feet, a central angle of 10 degrees 50 minutes 43 seconds, and a chord bearing North 79 degrees 45 minutes 11 seconds West 182.58 feet to a point at the end of said curve; 2. North 74 degrees 20 minutes 00 seconds West 107.86 feet, to THE PLACE OF BEGINNING, containing 4.337 acres (188,905 square feet) of land, more or less. W: \North Rich l andHills `General`,Ordinances`,Tract 2A.wpd CITY OF NORTH RICHLAND HILLS Department: Planning & Inspections Department Council Meeting Date: 04/22/02 Subject: Consider Ordinance Closing Blackman Road and Lynn Agenda Number: GN 2002 -037 Terrace north of Mary Francis Lane Ordinance No. 2618. Staff has been approached by Allen Samuels Dodge to close Blackman Road and the northern most portion of Lynn Terrace. Allen Samuels Dodge is currently occupying a tract of land at the southwest corner of Booth Calloway Road and has purchased several acres east of Booth Calloway and south of Loop 820. Allen Samuels Dodge would like to expand their current dealership and possibly add a new dealership at this location. Allen Samuels owns all the surrounding property with the exception of North Hills Auto that has frontage on Booth Calloway and Loop 820. South of this property is the Lynncrest and Richland Heights residential subdivisions. The street closings would separate the commercial tracts from the residential subdivision and allow for a cul de sac to be constructed with the auto dealership improvements. This request has been taken to the Development Review Committee and all city departments have reviewed this proposal and do not think it is critical to keep these roadways open. All the roadways in this area have right only exits on to the Loop 820 service road. All surrounding residential streets have access to either Booth Calloway or Loop 820 through Rogan Drive. The proposed ordinance only includes the closing of roadways at this time. The future abandonment of right of way and resolution of utility easements would have to be worked out as part of a replat for the expansion of Allen Samuels Dodge. This ordinance will allow Allen Samuels Dodge to proceed with necessary planning to bring back a replat to combine all these properties into a single lot. RECOMMENDATION: ' Staff recommends approval of Ordinance 2618 closing Blackman Road and Lynn Terrace north of Mary Francis Lane. Finance Review Source of Funds: Bonds (GO /Rev.) Operating Budget Other '--J CVQ "�a Department Head Signature L: \Cases \GN Cases \Road Closing of Lynn Terrace and Blackman Road Account Number Sufficient funds Available Finance Director Signature Page 1 of 1 2 4 6 8 10 12 14 16 18 20 22 24 26 28 30 32 34 36 38 ORDINANCE NO 2618 AN ORDINANCE CLOSING BLACKMAN ROAD AND LYNN TERRACE BETWEEN BLACKMAN ROAD AND A POINT 150 FEET NORTH OF MARY FRANCIS LANE, NORTH RICHLAND HILLS, TARRANT COUNTY, TEXAS. WHEREAS, the City Council desires to close the streets and portions of streets hereinafter set forth in order to facilitate the replatting and development of adjacent property; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL, CITY OF NORTH RICHLAND HILLS, TEXAS: Section 1: Blackman Road and that portion of Lynn Terrace between Blackman Road and a point 150 feet North of Mary Francis Lane are hereby closed as public streets. AND IT IS SO ORDAINED. Passed on the 22nd day of April, 2002. ATTEST: Patricia Hutson, City Secretary Approved o orm and le lity: George A. Staples, At orney 1 CITY OF NORTH RICHLAND HILLS Charles Scoma, Mayor CITY OF NORTH RICHLAND HILLS Department: Administration Council Meeting Date: 4/22/02 Subject: Approve Resolution Creating a Long Range Capital Study Agenda Number: GN 2002 -038 Committee - Resolution No. 2002 -032 For the past year discussions have taken place regarding the need to explore our options and develop a potential bond election for city infrastructure and facilities. The discussions have been extremely preliminary, but should we decide to move forward with this plan, it was agreed there are numerous projects that are still in need of funding. Late last year we discussed with council the need to establish a citizen committee that would examine all potential capital projects and begin the planning for the future bond election. Staff is recommending that council nominate and appoint 20 members of the community that will be the Citizen Capital Improvement Study Committee. Their charge will be as follows: • To review the City's draft proposal of essential long term capital projects for the next 5 to 7 years, and confirm the need, financing, and completeness of such projects. • To offer any suggestions, ideas, or reactions that will refine this program to best meet our community's needs while being mindful of economic issues. • To provide a report of its findings to the City Council by November 11, 2002. • To determine the appropriate level and source of funding. • To lend support to the bond election as core members of a citizen support group. It is also essential that representatives of this committee are diverse, no only in where they reside, but also their viewpoints, professions, and business activities. It was also agreed that four of the twenty members will be a representative from the following city boards: Planning and Zoning Commission, Park and Recreation Board, Animal Shelter Advisory Committee, and the Library Board. Each of the respected boards will select their own representative to be a part of this study committee that will conduct regular meetings over the next four to six months until the report is presented to City Council. At the previous City Council, we received council's input on how this citizen's study committee would be created and we have drafted a resolution that outlines the issues that have been covered in this coversheet as well as those by City Council. RECOMMENDATION: Approve Resolution No. 2002 -032 Source of Funds: Bonds (GO /Rev.) Operating Budget Other Department Head Signature Finance Review Account Number Sufficient Funds Available Finance Director ® IN Frc IM,1 rL�L�irii / Manad"ignature Page 1 of 1 I I 1 ;J I' II I I' I I I' I I C�1J I I I If I I II I i�Tl I I I 'I D l it I II II I' I II I I' II I' I II I I ,I ,I I' I ,I II I II I I ,I I — i9r - . —11 — I —Ulu !11�41Nf9 HdIiIhN 'i• 4N�ItiUi '' NdIIHaI NlNlkli �I 5 0.42' E 654.55' II J_ 'k — - , �5. - -I--- - -�-- B u u T H - C A L L O W A Y R O A D IFO y r - � I I I _ � I I I I II \� N I n I Rn I II i �D L"Y N N I— II I it j 7'W 450.79' 11 — — --- — — — — — — — I a I u 1} I� 0 I I � hall � I <P 11 � p la � I, I D " II��o� O A u I b I -- x1=3 - I y I o + Ci7 � I I , I I I ,_ 3 T — A (1 bo �u HHtll!iNf? 6 E0 N o I I f = 0 I I I� K) II \� N n SOUTH - 36H.41 II i �D L"Y N N T E R R C A E ------------ c� I it j 7'W 450.79' — — --- — — — — — — — I a I u 1} I� 0 I I � hall � I / �A 11 � p la � I, I D g 11I O A u I = 0 I I I� II \� I 1 I� I I' D A SOUTH - 36H.41 II i �D L"Y N N T E R R C A E ------------ c� I it j 7'W 450.79' — — --- — — — — — — — FiXNOON a I u I� 0 I ' 11 � II hall I / �A 111 ' 2 p � I, I D g 11I O A I o li 1 ?. � I � lil I I III o ¢ I I U I p I I I I r it y , wl �r 01 119 N b ® ° g NEW DEALERSHIP FACILITY FOR: ALLEN SAMVEILS DODGE - NORTH RICHLAND HILLS - - /r ao 1 1 i 1 —1 �1 Y A/ &* / / / r �,Ijj � b IN :111 0 Im r� Iw � 0 N YC7 P _ gl - b 0 0 J' I I I I I J i1' ss €ittM, I as a pG°3ELUKOaM 17 CROSS WINTON ASSOCIATES, INC. Hair FOR C�ONSTRMCclirgan� �L HERBERT LEE OROs,, Jt, PE .46161 Consulting Engineers Specializing SAM �� in Building Design TEXAS eo n w n NO. DATE DESGHPTION BY fYACO, TEXAS (254) 7767024 - II \� I' D A II µ I 1 DOk � II i �D r l c� I it j a ;I / I� 0 I ' 11 � II hall I / �A 111 ' 2 II '■I � I, I D g 11I O A ' b 0 0 J' I I I I I J i1' ss €ittM, I as a pG°3ELUKOaM 17 CROSS WINTON ASSOCIATES, INC. Hair FOR C�ONSTRMCclirgan� �L HERBERT LEE OROs,, Jt, PE .46161 Consulting Engineers Specializing SAM �� in Building Design TEXAS eo n w n NO. DATE DESGHPTION BY fYACO, TEXAS (254) 7767024 - N� 1@ C� �iHtll!IN INiIIII�N 'j FII411 }I ,`�fIH'IH j HflfH I RM t3 u o T H- C A L L 0 W A Y R 0 A D U!54,55* 7_- __- __- __- __- ___.- _-- _ -__ -__ I ' I I ° i I L Y N NE R A C E 5�5 �1 I I�IF II I I I� 41� i t _ ' J I I I I ' j I I I I DATE DESCPAgWN I � I , II I ' I I ° i I L Y N NE R A C E 5�5 �1 4 I� C II I i 41� I a j i I I ;► i DATE DESCPAgWN I I , 2 � I X I � Is II °y �I�v� t I ), ,... I � tl / • J 4I� I I i o I I O Q III y Q I i [rJ 0 � I 0 w: b 17`}� I I I j u I I I I I I� I I� I ' I I ° i I L Y N NE R A C E 5�5 �1 A �R �n o ff- tniu I � I ! 4 I� C INORTH NEW DEA LERSHIP FACILITY FOR: CROSS WINTON ASSOCIATES, INC. ao� �oc� c�oa��a�c��ooa �4�d SAY ��4A��lIEILS IlD ®Dc�r1E ° R ,�� Consult/ng Engineers Specializing in Building Design on E: RICHLANDHILLS ��a.r.y.��a.� TEXAS �.�unn na..uwr eo mrs..ro NO. wmcm rxx wwsr.e.w.rr nwa wn,.+n ,.,..vo. .vw, WA('n TAYIC i 41� � i I I ;► i DATE DESCPAgWN I I , 2 X � Is II A t ), A �R �n o ff- tniu I � I ! II I III ,I I� \ I Ili 6 ;II _ III II .II ' I I � ,I �I 5s~ IF` i a 3 W Ir 0 0 b m N O a n r� rn N 0 e I I I I I I J T INORTH NEW DEA LERSHIP FACILITY FOR: CROSS WINTON ASSOCIATES, INC. ao� �oc� c�oa��a�c��ooa �4�d SAY ��4A��lIEILS IlD ®Dc�r1E ° R ,�� Consult/ng Engineers Specializing in Building Design on E: RICHLANDHILLS ��a.r.y.��a.� TEXAS �.�unn na..uwr eo mrs..ro NO. wmcm rxx wwsr.e.w.rr nwa wn,.+n ,.,..vo. .vw, WA('n TAYIC i = i I ;► i DATE DESCPAgWN I I , i' II I � � Is II t ), ,... I � tl / • J 4I� I i o I O Q III y Q 0 � m II C) m 0 w: b / Cb Q) I / J 4 �I II I III ,I I� \ I Ili 6 ;II _ III II .II ' I I � ,I �I 5s~ IF` i a 3 W Ir 0 0 b m N O a n r� rn N 0 e I I I I I I J —/ �. .. '�.••� ••• <� REVISIONS INORTH NEW DEA LERSHIP FACILITY FOR: CROSS WINTON ASSOCIATES, INC. ao� �oc� c�oa��a�c��ooa �4�d SAY ��4A��lIEILS IlD ®Dc�r1E ° R ,�� Consult/ng Engineers Specializing in Building Design on E: RICHLANDHILLS ��a.r.y.��a.� TEXAS �.�unn na..uwr eo mrs..ro NO. wmcm rxx wwsr.e.w.rr nwa wn,.+n ,.,..vo. .vw, WA('n TAYIC i = DATE DESCPAgWN BY —/ �. .. '�.••� ••• <� REVISIONS RESOLUTION NO. 2002-032 WHEREAS, the Mayor and City Council recognize that long range planning for the needs of North Richland Hills is essential to the future of our City; and WHEREAS, the Mayor and City Council recognize the vital role that the citizens, both residential and corporate, play in determining the future needs of the City. NOW, THEREFORE, BE IT RESOLVED by the Mayor and City Council of the City of North Richland Hills that: A Citizen Capital Improvement Study Committee be established, and shall work with City staff to review and prioritize capital projects and plan for a future bond election. IT IS FURTHER RESOLVED: That the charge of the Citizen Capital Improvement Study Committee shall be: 1. To review the City's draft proposal of essential long term capital projects for the next 5 to 7 years, and confirm the need, financing, and completeness of such projects. 2. To offer any suggestions, ideas, or reactions that will refine this program to best meet our community's needs while being mindful of economic issues. 3. To provide a report of its findings to the City Council by November 11, 2002. 4. To determine the appropriate level and source of funding. 5. To lend support to the bond election as core members of a citizen support group. The Citizen Capital Improvement Study Committee shall consist of 20 members who are residents of the City of North Richland Hills that will provide a diverse, well - balanced committee that can effectively represent the community; and Resolution No. 2002 -032 Page 1 of 2 Each member of the City Council shall appoint 2 members from various quadrants of the City (South, Middle, North, and Far North), and from various job categories in an effort to provide a wide range of professions, styles, interests, and diversity; and The remaining 4 committee members will be comprised of a representative selected from each of the following City boards: the Planning and Zoning Commission, the Park and Recreation Board, the Animal Shelter Advisory Committee, and the Library Board; and The committee shall meet on a regular basis for approximately 4 to 6 months from its inception until its report is presented to the City Council; and Members of the Citizen Capital Improvement Study Committee shall appoint a chair and a vice chair who shall provide regular reports to the City Council regarding the progress of the committee; and The committee is authorized to form sub - committees to review specific areas of the program as needed; and Following the completion of its official charge shall support the bond election until it is completed; and The committee shall be in effect and remain active until all project review and bond election activities are completed in February 2003. PASSED AND APPROVED this 22nd day of April 2002. APPROVED: Charles Scoma — Mayor ATTEST: Patricia Hutson — City Secretary APPROVED AS TO FORM AND LEGALITY George Staples — Attorney for the City Resolution No. 2002 -032 2 Page 2 of 2 Announcements and Information April 22, 2002 Announcements The Havanna Boys will be performing on Friday, April 26th as part of the "Lotta Night Music Concert Series." The concert begins at 7:00 p.m. and will be held at Green Valley Park. Admission is free and everyone is encouraged to bring a lawn chair or blanket. There will be food and beverages available and also free prizes given away. We look forward to seeing you at the show! Early Voting continues through April 30th at City Hall, 7301 NE Loop 820. Registered voters can vote from 8:00 a.m. — 5:00 p.m. For further information, call 817 - 427 -6000. Election Day is May 4th from 7:00 a.m. — 7:00 p.m. There are three polling locations: City Hall, Bursey Senior Center and Dan Echols Senior Center. Please call 817 -427- 6062 to find your polling location. Paws for the Cause Walk a Thon will be held on May 4th beginning at 9:00 a.m. at the Animal Adoption and Rescue Center, 7200B Dick Fisher Drive. To register, call 817- 427 -6570. Information April 27 Critter Connection North Hills Mall 10:00 a.m. — 6:00 p.m. 817- 427 -6570 April 30 Last Day of Early Voting City Hall 8:00 a.m. — 5:00 p.m. 817- 427 -6000