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CC 2009-05-11 Agendas
CITY OF NORTH RICHLAND HILLS CITY COUNCIL WORK SESSION AGENDA NORTH RICHLAND HILLS CITY HALL PRE-COUNCIL CHAMBERS 7301 NORTHEAST LOOP 820 NORTH RICHLAND HILLS, TEXAS Monday, May 11, 2009 5:00 P.M. A.1 Discuss Items from Regular City Council Meeting A.2 IR 2009-048 Update on North Tarrant Parkway (10 minutes) A.3 IR 2009-038 Update on State Legislation (10 Minutes) A.4 IR 2009-045 Neighborhood Revitalization Program (60 Minutes) A.5 IR 2009-047 Facility Master Plan Update (20 Minutes) A.6 Adjournment C:Prtifiratinn I do hereby certify that the above notice of meeting of the North Richland Hills City Council was posted at City Hall, City of North Richland Hills, Texas in compliance with Chapter 551, Texas Government Code on May 8, 2009 at ~ ~ :r` assi tant City Secretary This facility is wheelchair accessible and accessible parking spaces are available. Requests for accommodations or interpretive services must be made 48 hours prior to this meeting. Please contact the City Secretary's office at 817-427-6060 for further information. The City Council may confer privately with its attorney to seek legal advice on any matter listed on the agenda or on any matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551, Texas Government Code. NRH City Council Agenda -May 11, 2009 Page 1 of 4 CITY OF NORTH RICHLAND HILLS CITY COUNCIL AGENDA CITY HALL COUNCIL CHAMBERS 7301 NORTHEAST LOOP 820 NORTH RICHLAND HILLS, TEXAS Monday, May 11, 2009 7:00 P.M. Copies of the full City Council agenda information packet are accessible prior to every regularly scheduled Monday Council meeting according to the following locations and schedule: ^ Library on the Friday prior to the meeting (available electronically) ^ City Hall on the day of the meeting (hard copy available) Additionally, the agenda packet is available for download from the City's web site at www.nrhtx.com after 5:00 p.m. on the Friday prior to every regularly scheduled Council meeting. -------------------------------------------------------------------------------------------------- A.0 Call to Order -Mayor Trevino A.1 Invocation -Councilwoman Compton A.2 Pledge -Mayor for a Day Austin Nolan Pratt A.3 Special Presentation(s) and Recognitions) -Proclamation for National Public Works Week presented by Councilman Whitson A.4 Special Presentation(s) and Recognitions) -Proclamation for Motorcycle Safety and Awareness Month presented by Mayor Pro Tem Turnage A.5 Special Presentation(s) and Recognitions) - Proclamation recognizing the Texas Brahmas for their successful 2008-2009 season presented by Councilman Welch A.6 Citizens Presentation An opportunity for citizens to address the City Council on matters which are not scheduled for consideration by the City Council or another City Board or Commission at a later date. In order to address the Council, please complete a Public Meeting Appearance Card and present it to the City Secretary prior to the start of the Council meeting. The Texas Open Meetings Act prohibits deliberation by the Council of any subject which is not on the posted agenda, therefore the Council will not be able to discuss or take action on items brought up during the citizens presentation. A.7 Removal of Item(s) from Consent Agenda NRH City Council Agenda -May 11, 2009 Page 2 of 4 B.0 CONSIDER APPROVAL OF CONSENT AGENDA ITEMS All consent agenda items listed below are considered to be routine items deemed to require little or no deliberation by the City Council and will be voted on in one motion. There will be no separate discussion of these items unless a Council Member so requests, in which event the item will be removed from the Consent Agenda and considered. B.1 Approval of Minutes of April 27, 2009 City Council Meeting B.2 PU 2009-019 Award Bid 09-018 for the Pump Replacement -Well #4 (College Hill) Project to Felderhoff Brothers Drilling in the amount of $172,500 B.3 PU 2009-020 Award Bid 09-020 for Tennis Court Resurfacing to American Tennis Courts in the amount of $64,989 C.0 PUBLIC HEARINGS C.1 SUP 2009-02 Public Hearing and Consideration of a request from Chesapeake Operating, Inc. for a Special Use Permit for a Gas Drilling and Production Site on Tract Al of the Northeast Campus Addition of Tarrant County College located at 828 W. Harwood Road -Ordinance No. 3051 D.0 PLANNING AND DEVELOPMENT Items to follow do not require a public hearing. No items for this category. E.0 PUBLIC WORKS E.1 PW 2009-012 Approve a Budget Revision and an Amendment to the Existing Interlocal Agreement for Design Services for the North Tarrant Parkway Street Improvements Project E.2 PW 2009-013 Approve a New Interlocal Agreement for Construction for the North Tarrant Parkway Street Improvements Project F.0 GENERAL ITEMS F.1 GN 2009-025 Consider All Matters Incident and Related to the Issuance and Sale of $5,695,000 "City of North Richland Hills, Texas, General Obligation Bonds, Series 2009", dated May 1, 2009, Including the Receipt of Bids Therefore and the Adoption of Ordinance No. 3050 Authorizing the Issuance of Such Bonds NRH City Council Agenda -May 11, 2009 Page 3 of 4 F.2 GN 2009-026 Consider All Matters Incident and Related to the Issuance and Sale of $6,205,000 "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2009", Dated PJlay 1, 2009, Including the Receipt of Bids Therefore and the Adoption of Ordinance No. 3049 -Authorizing the Issuance of Such Certificates of Obligation F.3 GN 2009-027 Nomination for Vacancy on Tarrant Appraisal District Board of Directors, Resolution No. 2009-016 F.4 GN 2009-028 Consider authorizing the City Manager to sign an updated radio agreement with the City of Fort Worth to continue Public Safety radio service F.5 GN 2009-029 Consider Appointment for Economic Development Advisory Committee G.0 EXECUTIVE SESSION ITEMS No items for this category. H.0 INFORMATION AND REPORTS H.1 Announcements -Councilman Sapp H.2 Adjournment All items on the agenda are for discussion and/or action. Certification I do hereby certify that the above notice of meeting of the North Richland Hills City Council was posted at City Hall, City of North Richland Hills, Texas in compliance with Chapter 551, Texas Government Code on May 8, 2009 at ' ~~ J ~ ,~ ~ ~ tF F r~ ,n+ 1, ~ r~ =-,---•= As`s Est t City Secretary l~~ This facility is wheelchair accessible and accessible parking spaces are available. Requests for accommodations or interpretive services must be made 48 hours prior to this meeting. Please contact the City Secretary's office at 817-427-6060 for further information. The City Council may confer privately with its attorney to seek legal advice on any matter listed on the agenda or on any matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551, Texas Government Code. NRH City Council Agenda -May 11, 2009 Page 4 of 4 City of North Richland Hills City Council Work Session Meeting Agenda North Richland Hills City Hall Pre-Council Chambers 7301 Northeast Loop 820 North Richland Hills, TX 76180 Monday, May 11, 2009 5:00 P.M. A.1 Discuss Items from Regular City Council Meeting A.2 IR 2009-048 Update on North Tarrant Parkway (10 minutes) A.3 IR 2009-038 Update on State Legislation (10 Minutes) A.4 IR 2009-045 Neighborhood Revitalization Program (60 Minutes) A.5 IR 2009-047 Facility Master Plan Update (20 Minutes) A.6 Adjournment CITY OF NORTH RICHLAND HILLS Department: City Secretary Council Meeting Date: 5-11-2009 Presented by: Agenda No. A.1 Subject: Discuss Items from Regular City Council Meeting INFORMAL REPORT TO MAYOR AND CITY COUNCIL No. IR 2009-048 ', `~~ ~ Date: May 11, 2009 Subject: North Tarrant Parkway Status Update {, The purpose of this IR is to update Council on the status of the North Tarrant Parkway Project. As you are aware this is a joint project with the Cities of North Richland Hills and Keller. Until recently the project also included TxDOT involvement, but since both cities pursued a defederalization of the project (approved by TxDOT in January 2009), that is no longer the case. While the defederalization of the project did result in the loss of federal grant money available for engineering design, the overall impact of this funding shift is positive, with the financial and timeline benefits outlined in the table below. When the project began in 2005, construction was anticipated to begin in 2009. Lengthy review times (in excess of one year for some submittals) continually postponed this expected construction start date. The issue of project delay beyond our control was one of the major factors considered when the cities of NRH and Keller decided to remove this project from TxDOT's purview. The other major factor considered was TxDOT's more stringent design standards with regard to pavement thickness and roadway geometry, which exceeded both Cities' standards. Pre Post Defederalization Defederalization Construction Start Date January 2011 January 2010 Construction Duration 24 months 18 months Total Project Cost $27,357,500.00 $24,240,550.00 At this point, the project design is nearing completion, with acquisition of right-of-way (ROW) and landscape design being the current steps in the process. The ROW needed in North Richland Hills is limited to four corner-clips on undeveloped tracts at the Smithfield intersection and a small portion of a rear yard. Appraisals are underway at this time. The consultant is also developing a landscape plan, having met with the Parks Department for guidance on the City's vision for this corridor. In the mean time, the City's consultant is proceeding with the final design of the roadway, and construction is currently scheduled to begin in early 2010. Because we are no longer subject to external review, we do not anticipate further delays at this point. ISSUED BY THE CITY MANAGER NORTH RICHLAND HILLS, TEXAS ~ While a project of this magnitude, especially with joint involvement, is rather complex, the Cities of NRH and Keller are committed to the successful completion of design and look forward to the finished product. No action is needed from Council on this item; this is just an update. Two separate items pertaining to North Tarrant Parkway will be presented during the regular council meeting. Respectfully Submitted Mike Curtis Managing Director of Development Services INFORMAL REPORT TO MAYOR AND CITY COUNCIL No. IR 2009-038 k ~, , , , .~, ~~''~ Date: April 27, 2009 _ --f~~ _ '~;~1 Subject: Update on State Legislation Attached is the most recent NRH Legislative Update for the 81St Regular Session of the Texas Legislature. We are still tracking just over 100 bills. The Update lists the bills being tracked, the author, a short description, the City position, as well as action taken through May 4. On Monday night I will update you on the movement we have seen on the bills we discussed at the last Work Session. Those bills include: Transportation - HB 9 -testimony taken 4/21; pending in committee - SB 855 -referred to House Transportation committee Red Light Camera Prohibition - HB 2639 -committee report sent to Calendars Statewide Smoking Ban - HB 5 -testimony taken 4/28; pending in committee - SB 544 -testimony taken 4/14; pending in committee Sales Tax Allocation Changes - HB 980 -still in committee; no action to date - HB 1376 -testimony taken 4/22; pending in committee Joint TIFs - HB 3222 -committee report sent to local & consent calendar - SB 1947 -referred to House Ways & Means Please do not hesitate to notify me if you have any questions on a particular bill. We will continue to stay current on the latest information and notify you when action is needed to either encourage or discourage certain legislation. Respectfully Submitted, Karen Bostic Assistant City Manager ISSUED BY THE CITY MANAGER NORTH RICHLAND HILLS, TEXAS ~ CITY OF NORTH RICHLAND HILLS Bill Status Report Updated 05-4-2009 HB 4 Orr Eminent Domain -Would increase the requirements and cost of _____ condeming land. Companions: SB 533 Duncan (Identical) 3-30-09 S Committee action pending Senate State Affairs Position Neutral Bill History: 03-25-09 H Committee action. pending House Land and Resource Management HB 5 Crownover Statewide Smoking Ban -Would not allow smoking in any enclosed work place or public place. Companions: SB 544 Ellis (Identical) 4-14-09 S Testimony taken and left pending in committee on Senate Health and Human Services Position Support Bill History: 04-28-09 H Testimony taken in =House State=Affairs; committee substitute considered; left pending in committee- HB 9 Truitt Transportation Funding -Would allow local county elections to pay for transportation and mobility improvement projects. Companions: SB 855 Carona (Identical) 4-20-09 H Passed Senate and has been referred to committee on House Transportation Position Support- Bill History: 04-21-D9 H-Testimony Taken in House Transportation; committee_ substitute-considered; left pending in committee HB 17 Leibowitz Property Tax -Would reduce the annual appraisal cap from 10% to 5%. Companions: HB 700 Zerwas (Identical) 3-18-09 H Committeeaction pending House Ways and Means HB 711 Rose (Identical) 3-18-09 H Committee action pending House Ways and Means HB 1018 Brown, Betty (Identical) 3-18-09 H Committee action pending House Ways and Means Position Oppose Bill History: 02-12=09 H Introduced and referred to committee on House Ways and Means HB 20 Leibowitz Sales Tax -Would exempt college textbooks from the sales tax. Companions: HB 1803 Bohac (Identical) 3- 4-09 H Introduced and referred to committee on House Ways and Means Position Oppose Bill History: 04=20-09=-=H Testimony taken; left pending in committee on House Ways-and Means HB 30 Leibowitz Public Drinking Water -Would increase boil water notice requirements. Position Oppose Bill History: 02-12-09 H Introduced and-referred to committee on House Natural_ Resou rtes HB 45 Corte Zoning Notice -Would allow cities to use its website instead of newspapers to post notices of adoption and amendment of zonings. Position Support' Bill History: 03-18-09-N Committee action pending House Land and ~Resouree Management HB 46 Riddle Property Tax -Would allow county wide elections to reduce the appraisal cap from 10% to anywhere between 3 and 10%. Position Oppose Bill History: 03=18-09 H Committee action pending House Ways and Means HB 55 Branch Cell Phone Ban -Would not allow the use of cell phones in school zones. Position Neutral - BiII History: 04-16-09_N Committee report sent to Calendars- HB 57 Branch Sales Tax -Would add computers less than $1,000 to the August sales tax holiday. Position Oppose Bill History: 02-12-09 H Introduced and referred to committee on House Ways and=-Means HB 122 Straus Would allow cities to use child safety court fees for general public safety and security programs. Position Support Bill History: 02-12-09 H Introduced and referred to committee_on House Judiciary and Civil Jurisprudence HB 127 Callegari Property Tax -Would reduce the property appraisal cap from 10% to 5%. Companions: SB 299 Patrick, Dan (Identical) 2-11-09 S Introduced and referred to committee on Senate Finance Position Oppose.. Bill History: 03-18-09 H Committee action pending House Ways and Mean __ HB 146 Smith Todd Tax Increment Financing -Would allow more infrastructure projects and different payment methods. Companions: SB S76 Davis, Wendy (Identical) 3-31-09 H Referred to House Committee on House Ways and Means Position Support Bill History: 04-08-09 H Testimony taken;-.left pending-in committee on House Ways and-Means HB 219 Menendez Cell Phone Ban -Would make it illegal to use a cellphone in a school zone and require 50% of fines collected go to the State. Position Neutral Bill History: 03-i0-09 H Committee. action pending House Transportation HB 220 Menendez Cell Phone Ban -Would prohibit the use of cellphones when driving. Position Neutral Bill History: 03-10-09 H Committee action pending House Transportation--- HB 259 Berman Law Enforcement -Would require more work on the police officer's part when he cites a motorist for driving without insurance. Position Oppose Bill History: 02=17-09= H Introduced and referred to committee on House Transportation HB 293 Dutton Municipal Court -Would mandate automatic expunctions in certain situations. Position Oppose Bill History: 03-09-09 HCommittee-action pending--House Criminal Jurisprudence_ HB 325 Raymond Sales Tax -Would exempt college textbooks from sales tax for a week in August and a week in January. Companions: SB 22 Zaffirini (Identical) 3- 2-09 S Committee action pending Senate Finance Position Oppose Bill History: 04-20-09 H Testimony taken; left pending_in committee on-.House Ways and Means- HB 360 Kuempel TMRS -Would guarantee a 5% interest credit on TMRS member accounts, would allow cities to receive annual interest rate different from the member rate. Companions: SB 908 Williams (Identical) 4-23-09 S Removed from local & uncontested calendar by Senators Williams and Patrick Position Support Bill History: OS-04-09 S Testimony taken in Senate_Public Affairs; Left pending HB 402 Wo~_ ally Eminent Domain -Would introduce limitations on eminent domain. Companions: HB 1483 Pitts (Identical) 3-25-09 H Committee action pending House Land and Resource Management Position Neutral Bill History: 02-18-09 H Introduced and referred to committee on House Land- and Resource_Management HB 412 Isett Sales Tax -Would get rid of franchise fees, utility gross assessment receipts, universal service fund assessments and federal universal service fund charges, if these fees are passed on to the end user. Position Oppose Bill History: 04-27-09-H Testimony taken in committee on House_Ways=and .Means; left pending HB 424 Castro Sales Tax -Would add school supplies to the August sales tax holiday. Position Oppose.- Bill History: 04-20-09 -H Testimony taken; left pending in commi tee on House. Ways and Means HB 468 Paxton Sales Tax -Would exempt certain telecommunication equipment from sales tax.. Companions: HB 1658 King, Phil (Identical) 3- 3-09 H Introduced and referred to committee on House Ways and Means Position Oppose Bill History: 02=18-09 H Introduced-and referred to committee on-House Ways.... and Means. HB 489 Pickett Graffiti -Would require property owners to remove graffiti placed on their property if required by the City. Position Support Bill History: 04-29-09 H Ca endars Committee report .sent to calendars HB 500 Kolkharst Property Tax -Would prohibit a property appraisal increase for two years if the appraisal was successfully challenged and value reduced by 15%. Position Neutral Bill History: 03-1i-09 H-Committee action pending House Ways and Means HB 509 Riddle Blood Specimen Testing -Would allow an EMT to take a blood alcohol test. Position Neutral Bill History: 05-04-09 H Transferred to House Calendars Committee HB 548 Pickett Law Enforcement -Would require cars to be towed if used in street racing. Position Support Bill History: 05-04-09--S Received from the House_ HB 579 Gutierrez Municipal Court -Would create new court costs to fund drug court programs. Position Neutral Bill History: 03-09-09 H Committee action pending.. House Criminal Jurisprudence HB 632 Turner, Water & Sewer -Would require retail public utility providers to SS I_y wester maintain auxiliary power generators to maintain service in case of an event. Position Oppose Bill History: 04-24-09 H-Committee report sent to Calendars HB 700 Zerwas Property Tax -Would reduce the property appraisal cap from 10% to 5%. Companions: HB 17 Leibowitz (Identical) 2-12-09 H Introduced and referred to committee on House Ways and Means HB 711 Rose (Identical) 3-18-09 H Committee action pending House Ways and Means HB 1018 Brown, Betty (Identical) 3-18-09 H Committee action pending House Ways and Means Position Oppose Bill History: 03-18-09 H Committee action pending House Ways and_Means HB 707 Rose Purchasing -Would allow cities to use the 5% local bidder preference. Position Neutral Bill History: 04-16-09. H-Scheduled for=public hearing, no action taken by committee on House Urban.-Affairs HB 711 Rose Property Tax -Would reduce the property appraisal cap from 10% to 5%. Companions: HB 17 Leibowitz (Identical) 2-12-09 H Introduced and referred to committee on House Ways and Means HB 700 Zerwas (Identical) 3-18-09 H Committee action pending House Ways and Means HB 1018 Brown, Betty (Identical) 3-18-09_ H Committee action pending House Ways and Means Position Oppose Bill History: 03-18-09 H Committee action pending House Ways and Means HB 742 Flores Property Tax -Would give a complete homestead property tax exemption to totally disabled veterans. Companions: SB 469 Carona (Identical) 05-04-09 H Reported .favorably out of House Ways 7 Means Committee Position Neutral Bill History: 03-25-09 H_ House Ways and Means Committee report sent to.-= calendars HB 747 Gattis Law Enforcement -Would require blood or breath test if the person arrested caused injury, is suspected of driving while intoxicated with a child in the car, or is believed to have been arrested before for driving while intoxicated. Companions: SB 261 Deuell (Identical) 04-20-09 H Referred to House Criminal Jurisprudence Position Support Bill History: 04-27-09 H Testimony taken in .House Public Safety; committee substitute considered.; left pending HB 847 Martinez Sales Tax -Would increase the local sales tax cap to 3% and allow for ~~ that extra percent to be used for general revenue, property tax relief, county sales relief, 4A economic development or commuter rail district. Position Neutral Bill History; 04-=27-09-H Testimony taken in House Ways-and Means; committee substitute considered; left pending HB 959 Bonnen Property Tax -Would provide a $5,000 property tax exemption to volunteer firefighters and EMS personnel. Position Oppose Bill History: 03-25-09 H Committee action pending House Ways and Means HB 971 Lucio III Playground Accessibility -Would require wheelchair accessibility to playgrounds and wheelchair accessible play equipment. Position Neutral__ Bill History: 02-23-09 H Introduced and referred to committee on House Culture,.. Recreation and Tourism HB 979 Callegari Property Tax -Would extend the property appraisal cap of 10% to all property. Companions: H)R 49 Callegari (Enabling Legislation) 03-18-09 H Committee action pending House Ways and Means Position Oppose Bill History: 03-18=09 H Committee action pending House-.Ways and Means HB 980 Thomson Sales Tax -Would source sales tax from the location where the order was received, reduce the reallocation period from four years to one year and allow cities to appeal reallocation decisions. Position Support Bill History; 02-23-09 H_Introduced and referred. to committee on House Ways. and.. Means HB 1008 Moody Property Tax -Would give percentage property tax exemptions based on the percentage a veteran is disabled. Companions; HB 62 Aycock (Identical) 3-25-09 H Committee action pending House Ways and Means SB 192 Shapleigh (Identical) 2-10-09 S Introduced and referred to committee on Senate Finance Position Neutral Bill History: 03-25-09 H Committee action pending House Ways-and Means HB 1037 Paxton Property Tax -Would give prorated tax exemptions based on when a person qualified for an exemption. Companions: SB 2139 Wentworth (Identical) 3-31-Q9 S Introduced and referred to committee on Senate Finance Position Oppose Bill History: 0'S-05-09 H Committee report as amended from House Ways and Means sent to calendars HB 1106 Bahac Property Tax -Would allow cities in Harris County (Houston) to reduce their appraisal cap from 10% to 5%. Position Oppose Bill History: 03-18-09 N Committee action spending House Ways aad Means HB 1159 Kuempel Tax Increment Financing -Would allow cities to extend TIFs beyond their expiration date and allow other entities to participate in the extension if they choose. Companions: SB 313 Wentworth (Identical) 4-08-09 H Testimony taken, amendment consider, left pending in House Ways and Means Position Support Bill History: 04-08-09 H_ Companion considered in Lieu of in House Ways and Means HB 1174 Hartnett Sanitary Sewer Overflow -Would require cities to pay damages relating to a sanitary sewer overflow. Position Oppose Bill History: 05-01-09 S Referred to Senate Intergovernmental Relations Committee HB 1211 Howard Charlie Property Tax -Would reduce the property appraisal cap from 10% to 5%. Position Oppose Bill History: 03.-.18-09 H Committee action pending House Ways and Means HB 1221 Howard. Charlie Property Tax -Would introduce new rules on publishing the proposed tax rate. Position Neutral--- Bill History: 05-02-09 H Reported favorably-from Local--and Consent as substituted HB 1254 Callegari Red Light Cameras -Would require flashing lights to be posted before an intersection at which a red light camera is located. Position Oppose Bill History: 04-29-09 H Committee report sent to-Calendars- HB 1268 King, Phil Impact Fees -Would allow school districts to not pay connection fees unless the school board agrees to do so. Position Neutral Bill History: 02-26-09 H Introduced and referred to committee on House Public Education HB 1292 Eiiand Property Tax -Would permit cities to grant complete homestead exemption to military personnel serving away from home. Position Neutral Bill History; 04-27-09 H Testimony taken=in House Ways and Means.; left pending HB 1344 Menendez Jose TMRS -Would require the TMRS board to establish a nine member advisory board (TMRS already has this). Position Neutral Bill History: 04-29-09 H Reportedfavorably from Pensions, Investments Financial _Services as substituted HB 1376 Thomson Sales Tax -Would source sales taxes to where the item was purchased. Companions: SB 852 Patrick, Dan (Identical) 3- 9-09 S Introduced and referred to committee on Senate Finance Position Support Bill History: 04-22=09-H Public testimony taken in--House Ways and Means; substitute .considered; left pending. HB 1377 Thom son Sales Tax -Would reduce the period of reallocation of sales tax from 4 years to 1 year, allow cities to appeal the reallocation and not allow reallocation funds to be used for certain economic development grants. Companions: SB 851 Patrick, Dan (Identical) 3- 9-09 S Introduced and referred to committee on Senate Finance Position Support Bill History: 04=29-09. H Reported favorably from House Ways=and Means-as substituted:. HB 1378 Thompson Electric Utilities -Would allow electric utilities to include a base rate to clean up after storm events. Companions: SB 769 Williams (Identical) 4-16-09 Signed by Governor, effective immediately Position Oppose== Bill History: 04-06-09 H-Companion considered n lieu of; laid on .table subject to ca I I HB 1526 Crawnover Gas Pipelines -Would allow gas pipelines to go into public right of ways. Companions: SB 1679 Hinojosa (Identical) 4-28-09 S .Testimony taken in Senate. Natural Resources; left pending- Position Neutral Bill History: 05-01-09 S Received from the House HB 1535 Burnam Gas Pipelines -Would require a pipeline company to receive a permit from the Railroad Commission of Texas before it condemns property. Position Support Bill History: 04-29-09 H Committee action pending House .Energy Resources HB 1575 Isett Property Tax -Would increase requirements to raising property tax rates and decrease rollback amount from 8% to 5%. Companions: SB 700 Patrick, Dan (Identical) 4-27-09 S Placed on Senate Consent Calendar Position Oppose=== Bill History: 04-06-09 H Testimony taken; left pending in House=Ways. and Means... HB 1576 Isett Property Tax -Would reduce the rollback rate from 8% to 5% and create an automatic election if the rate increase more than 3%. Position Oppose Bill History: 03=02-09 M Introduced and referred- to committee on House Way and Means HB 1606 Branch Construction Manager-Agents -Would create rules on the use of construction managers by cities. Companions: SB 1090 Deuell (Identical) 04-27-p9 S Testimony taken in Senate Government Organization; left pending _ Position Neutral....... Bill History: 04-21=09 H Testimony taken in-House State Affairs; left penidng HB 1661 King~_Phi.l Property Tax -Would provide $60,000 property exemption for active duty military personnel. Position Neutral Bill History: 03-D3-09 H Introduced. and referred to committee on House Ways and Means HB 1720 Bohac Political Advertising -Would require cities to not send false information concerning upcoming election subject matter. Position Neutral Bill History: 04-30-09 H Committee report sent to local & consent calendar HB 1801 Bohac Sales Tax -Would add school supplies to the list of exempt items during the August sales tax holiday. Position Oppose Bill History: 05-02-09; N Committee-report sent to local & consent calendar HB 1803 Bohac Sales Tax -Would exempt college textbooks from sales tax. Companions: HB 20 Leibowitz (Identical) 04-20-09 H Testimony taken; left pending in committee on House Ways and Means Position Oppose....... Bill History: 03-04-09 H-Introduced and referred to--committee on House Ways and Means=---- HB 1844 Davi~___s~__John Sales Tax -Would allow cities to appeal sales tax reallocations to Travis County (Austin) courts. Position Support Bill History: 03-04-09 N Introduced. and referred to committee on House Ways and Means HB 1849 Lucio III Sales Tax -Would create sales tax holidays in August and January for college textbooks. Position Oppose... Bill History: 03-04-09 H Introduced and referred to committee on House Ways and Means HB 1964 Hilderbran Parks Funding -Would stop sporting goods sales tax revenue from being reappropriated. Companions: SB 162 Ellis (Identical) 03W02-09 S Co-author authorized in committee an Senate Finance Position Support Bill History: 03=05-09 H Introduced and-referred to committee orr House Ways .and Means HB 1982 Martinez Fischer Dangerous Dogs -Would define a vicious dog and make it a felony for the owner if the dog attacks children or the elderly. Position Neutral. Bill History: 04-06-09 H Left pending in committee on House County Affairs:_ HB 2082 Isett Purchasing -Would provide a 5% local bidder preference of bids less than $100,000. Position Neutral Bill History: 04=29-09 5 Received-from the House HB 2110 Hughes Regulatory Takings -Would restrict cities in regulating the development of mineral rights. Position Oppose Bill History: 04-17-09 H Report-sent to Calendars HB 2113 Walle Peace Officers -Would allow public safety employees to take September 11th as a holiday if they substitute for another day. Companions: SB 1340 Gallegos (Identical) 3-17-09 S-Introduced and referred to committee on Senate Intergovernmental Relations Position Neutral' Bill History: 04-16-09 S Referred to Senate_committee on Intergovernmental Relations HB 2149 Lewis Sovereign Immunity -Would lower the amount from $100,000 to $10,000 in which a public servant is liable. Companions: SB 1041 Patrick, Dan (Identical) 3-13-09 S Introduced and referred to committee on Senate State Affairs Position Support Bill History: 05-04-09 S Received from the House HB 2253 Hancock Political Advertising -Would change the statue on the expenditure of funds for political advertising by a political subdivision to make it unlawful if the subdivision knowingly broke the statute. Position Support Bill History: 04=27-09 H Committee report sent to local & consent calendar HB 2257 Giddings Property Tax -Would require the disclosure of sales price on commercial property. Position Support- Bill History: 03-24-09 H Committee action pending House Business and Industry- HB 2268 Corte Lobbying -Would prohibit cities from lobbying or belonging to an organization that lobbies. Position Qppose- Bill History: 03-09-09 H Introduced and. referred to committee-on House .State Affairs HB 2290 Gattis Property Tax -Would take away taxing entities ability to participate in appraisal districts while increasing citizens' role. Position Neutral--- Bill History: 04-01-09 H Committee action pending House Ways and==.Means HB 2315 Patrick, Diane Vacant Buildings -Would allow cities to collect fees on vacant buildings. Position Support Bill History: 04=16-09 H Scheduledfor public-hearing;_no action taken by committee on-House Urban Affairs HB 2333 Geren Oil and Gas -Would allow cities to mineral lease public right of way. Position Support Bill History: 04-29-09 S Received from the House HB 2506 Villarreal Permit Vesting -Would limit a permit vesting suit to five years. Position Neutral - Bill History: 04-27-09 H Testimony taken in House_Judiciary and_Civil Jurisprudence; left pend ng HB 2639 Isett Red Light Cameras -Would not allow cities to operate red light cameras. Position Oppose.. Bill History: d4-28-09 H Committee. report sent..to Ca)endars HB 2780 Keffer Electric Aggregation -Would allow residents to participate in cities' aggregation programs for electrical service. Companions: SB 1481 Davis, Wendy (Identical) 3-17-09 5 Introduced and referred to committee on Senate Business and Commerce Position Support Bill History: 04-08-09 H Leff pending in committee on House Energy-Resources- HB 2782 Keffer Electric Market -Would require more competition in the electric generation market. Position Support Bill History: 04-07-09 H Left pending in committee-on House State Affairs- HB 2851 Farabee Electric Markets -Would allow cities to intervene if they discover abuse in market power. Position .Support Bill History: 04-07-09 H Testimony taken; left pending in committee on__House State_ Affairs HB 3222 Hancock Tax Increment Finance -Would allow multiple cities to create a joint TI F. Companions: SB 1947 West (Identical) 04-23-09 H Referred to House Ways & Means Position Support- Bill History; 04=17-09 H Committee report sent to-Focal &consent-calendar HB 3288 McReynolds Oil and Gas -Would allow cities to mineral lease public rights of way. Position Support Bill History: 04=08-09 H Scheduled for public hear; no action taken by committee on House Urban Affairs HB 4388 Chavez Employment Preference -Would require cities to give a hiring preference to a veteran or veteran's surviving spouse if the applicant meets the minimum qualifications for the position. Companions SB 1498 Van de Putte (Identical) 04-30-09 H Received from Senate Position Oppose Bill History: OS-02-09 H Committee report sent to Calendars HB 4613 Oliviera Tax Increment Finance -Completely rewrites TIF rules. Companions SB_233$ Shapiro (Identical) 3-31-09 S Introduced and referred to .committee on Senate Economic Development Position Neutral Bill History: 04-30-09-H Committee-,report sent to_ Calendars- HB 4643 Lucio TTT Red Light Cameras -Requiring the maximum yellow light change interval at intersections monitored by red light cameras. Companions Sg 2295 _Lucio (Tdentical) 04-15-09 S Testimony taken; left. pending in committee on Transportation & Homeland Security Position Oppose Bill History: 04-14-09 H Testimony taken; left pending in_ House committee on Transportation HB 4654 Chisom Oil & Gas -Would have the Texas Railroad Commission create model drilling rules and require cities to use those rules unless specifically allowed. Position Oppose Bill History: 04-i5-09 H Testimonytaken left pending -House Energy Resources HJR 9 Truitt Rail Funding -Would allow motor vehicle fuel taxes and registration fees to be used for passenger rail, transit and freight rail. Companions: HJR 122 Rodriguez (Identical) 4-21-09 H Left pending in House Transportation SJR 24 Carona (Identical) 3-13-09 S Introduced and referred to committee on Senate Finance SJR 52 Davis, Wendy (Identical) 4-20-09 H Referred to House Transportation Position Support Bill History: 04-21-09 H Testimony taken in House Transportation; substitute considered; left pending SB 18 Estes Eminent Domain -Would restrict use of eminent domain. Position Neutral Bill History: 05-05-09 H Received-from the Senate SB 22 Zaffirini Sales Tax -Would exempt college textbooks from sales tax during two holidays in August and January. Companions: HB 325 Raymond (Identical) 04-20-09 H Testimony taken; left pending in committee on House Ways and Means Position Oppose =_ Bill History: 03-02-09 S Testimony taken; left pending in__Senate Finance SB 162 Ellis Parks Funding -Would not allow sporting goods sales tax to be reappropriated. Companions: HB 1964 Hilderbran (Identical) 3- 5-09 H Introduced and referred to committee on House Ways and Means - Position Support Bill History: 03-02-09 S Co=-author authorized-- SB 216 Carona Transportation Funding -Would allow state highway fund money to only be used to improve the state highway system. Companions; HB 3561 Phillips (Identical) 3-19-09 H Introduced and referred to committee on House Transportation Position Support Bill History: 04-06-09-5 Scheduled for public hearing, nno action taken in committee Senate Transportation and Homeland'Security SB 298 Carona Sobriety Checkpoints -Would allow law enforcement agencies to create sobriety checkpoints. Position Support Bill History: 05-06-09-= H-Scheduled for public hearing in-House committee nn Criminal Jurisprudence SB 299 Patrick, Dan Property Tax -Would reduce the property tax appraisal cap from 10% to 5%. Companions: HB 127 Callegari (Identical) 3-18-09 H Committee action pending. House Ways and Means Position Dppose Bill History; 02-11-09 S Introduced and referred to committee on Senate Finance SB 361 Patrick Dan Water Utilities -Would require cities to maintain water and sewer service following extended power outages. Position Neutral Bill History: 05-05-09 N Scheduled for public hearing in House_Natural Resources SB 469 Carona Property Tax -Would give complete homestead exemptions to totally disabled veterans. Companions: HB 742 Flores (Identical) 04-15-09 H Committee on House Ways and Means report sent to Calendars Position Neutral Bill History: 04=30-Q9 H -Reported favorably from House-Ways & Means without substitutes SB 533 Duncan Eminent Domain -Would place more requirements on using eminent domain. Companions: HB 4 Orr (Identical) 3-25-09 H Committee action pending House Land and Resource Management Position Neutral Bill History: 03-30-09 S Committee action pending Senate State Affairs SB 544 Eifis Statewide Smoking Ban -Would eliminate smoking in all workplaces and public places. Companions: HB 5 Crownover (Identical) 4-28-09 H Testimony taken in House State Affairs; left pending Position Support Bill History; 04-14-09 S Testimony taken; left pending in committee on Senate Health and Human Services SB 634 Seiiger Dog Restraints -Would not allow dogs to be restrained if owner is not present. Position Support Bill History: 04-23-09-S Scheduled-.for public hearing-in committee on Criminal Justice SB 700 Patrick, Dan Property Tax -Would increase requirements to raising property tax rates and decrease rollback amount from 8% to 5%. Companions: HB 1575 Isett (Identical) 4- 6-09 H Testimony taken; left pending in House Ways and Means Position Oppose Bill History: 04-27-09 S Placed on intent-calendar SB 792 Nelson Sales Tax -Would allow for imposing sales tax for Fire and Crime Control Districts on residential use of electricity and natural gas. Companions: HB 2879 Ortiz (Identical) 4-20-09 H Testimony taken in House Ways and Means; left pending Position Support... Bill History: 04-20-09 M Referred to House-committee on Ways antl Means SB 855 Carona Transportation Funding -Would allow local option elections to fund transportation and mobility improvement projects. Companions: HB 9 Truitt (Identical) 04-21-09 H Testimony. taken in House Transportation; substitute considered; left pending Position Support Bill History: 04-20=09 H Read 15t time and referred to-House committee on Transportation SB 908 Williams TMRS -Would guarantee a 5% interest credit on TMRS member accounts, would allow cities to receive annual interest rate different from the member rate. Companions: HB 360 Kuempel (Identical) p4-30-09 S Scheduled for public hearing in Senate public affiars Position Support Bill History: 04-23-09 S Placed on local and uncontested calendar SB 1294 Jackson, Mike Sales Tax -Would reduce the time limit for reallocation of sales tax from 4 years to 2 years. Position Support Bill History: 03-17-09 S Introduced-and referred to committee on Senate Finance. SB 1358 Selig,er TMRS -Would allow employers to increase annuities of current retirees. Position Support Bill History: 05-01-09 H Received from the Senate SB 1447 West Substandard Building -Would allow cities to use civil action to condemn buildings. Position Support Bill History: 04-21-Q9 H lst reading;. referred to House committee on Ur-b~n- Affars SB 1480 Davisr Wendy Electric Markets -Would require more competition in the electric generation market. Position Support Bill History: 03=17-09 S Introducedand referred=to committee on Senate Business and Commerce SB 1481 Davis We_n~ Electric Aggregation -Would allow residents to participate in cities' aggregation programs for electrical service. Companions: HB 2780 Keffer (Identical) 3-8-09 H Testimony taken in House Energy Resources; left pending Position Support . Bill History: 03-17-09 S-Referred to Senate Business and Commerce - SB 1679 Hinojasa Gas Pipelines -Would allow pipeline companies to place pipelines in rights of way. Companions: NB 1526 Crownover (Identical) OS-01-09 S Received from the House Position Neutral Bill History: 04-28-09 S Testimony-taken in Senate Natural Resources; left pending- SB 1947 West Tax Increment Financing Districts -Would allow adjoining cities to create a joint TIF. Companions: HB 3222 Hancock (Identical) 04-17-09 H Committee report sent to Local & consent calendar Position Support Bill History: 05-01-09 H Referred-to-House Ways & Means SB 219& Williams Public Safety -Would apply Chapter 143 civil service on police departments that do not have collective bargaining. Position Oppose-- Bill History: 03-311-09 S Commiiaee action pending Senate Criminal Justice. SJR 13 Patrick Property Tax -Enabling legislation for SB 299 that would authorize the legislature to set a lower limit on the maximum appraised value of a residence for ad valorem taxation. Companions: HJR 2121 Callegari (Identical) 03-1$-09 H Testimony taken; .left pending in House Ways and Means Position Oppose Bill History: 03-13-09 S Referred to Senate Finance INFORMAL REPORT TO MAYOR AND CITY COUNCIL No. IR 2009-045 ,; ;~~` `~,,, Date: May 11, 2009 '~~;~ Subject: Neighborhood Revitalization Program ,~ The City of North Richland Hills has enjoyed significant growth in recent years including the addition of many quality neighborhoods, parks and trails, new library, increased street improvements, expanded public safety services, and retail/business development. The City seeks to further improve the quality of life in our community by preparing a strategy for developing the remaining vacant land and improving the quality of older areas and infrastructure. Over the past couple of months, city staff has begun developing a strategic plan on addressing Council Goal #1: Quality Community Development & Revitalization. A multi-department committee has been established to address issues such as quality development and the revitalization of older neighborhoods. In reviewing the overall conditions of the City, the committee has divided the City into eight (8) quadrants, with Area #1to be discussed Monday night. Target Area #1 (located south of Loop 820, east of Rufe Snow Drive and west of Boulevard 26) was selected first as it encompasses the original town site. It is naturally a more mature area and has a number of aging homes with varying conditions. Most are in good condition but some are not and those houses not being cared for as well could affect the area negatively if not properly and timely addressed. This could also become a disincentive for new people to move into the area. With the aging of the housing stock and overall area, we are finding an increase in the number of rental units within this area. While rental is not considered in itself bad, staff believes we should have a focus to maintain a high level of homeownership as a priority and to keep this area as an attractive one for homeownership. We further believe that making a priority of maintaining and attracting homeownership in this area could also have a positive impact on the business growth and development in this original part of our city. Quality neighborhoods will support business growth, but deteriorating neighborhoods can cause businesses to move elsewhere. This part of our city already has tremendous appeal with its convenient location, access to major transportation systems, schools, quick access to DFW Airport, and many other services and venues. But we do need to insure its continued success as it is a vital part of our community, and with some further attention, we believe it can continue to be a viable neighborhood and area. Mature areas have a history of changing, and our idea is to keep our mature areas in optimum condition and attractive for homeowners and businesses. ISSUED BY THE CITY MANAGER NORTH RICHLAND HILLS, TEXAS ~ Monday evening we will discuss our proposed "immediate" plans to address the revitalization and "refreshing" of this area and will continue to bring items forward to Council at later dates as this committee begins developing acity-wide long range plan. The committee has looked at both broad and bold new approaches in revitalizing these areas that can be implemented immediately to stabilize both the reduction in property taxes and sales tax revenues due to a lack of maintenance and curbside appeal. Our focus Monday will be to show Council what has already been accomplished in this area, what we are currently doing, and what we plan for 2009-2010 in Target Area #1, such as: • Continuation of B.I.G.; • Continuation of Sign Removal; • Intersection Improvements; • Enterprise Land Management -possible land acquisitions; • TIF 1 Expansion and burial of utilities; • Defining "protected neighborhoods" and "transitional neighborhoods. Property owners within the "transitional neighborhoods" will be discouraged from investing monies into their properties but encouraged to demolish and relocate for future mixed-use development. • Residential Rental Property Standards Program, which will require all rental properties to register with the City with annual inspection of the building structure to ensure compliance with all applicable codes. Code Compliance will also focus on these properties to ensure compliance with all zoning and nuisance ordinances. • Nuisance & Zoning Ordinance Amendment -staff will be bringing an amendment before Council relating to the types of materials that can be used for the construction of fences and restricting dissimilar use of materials and heights of pickets on fences. • Solid Waste Ordinance Amendment -staff will be bringing an amendment before Council that will require all trash and trash receptacles to be placed out of public view on non-trash days. • Un-Occupied Commercial Structures -special emphasis has already begun on inspecting un-occupied commercial buildings that have shown no interest in reopening or redeveloping the facility. These structures have remained vacant for several months with no obvious movement. Staff will thoroughly inspect and require the owner to make all needed repairs, demolish, or sell the property for redevelopment. • Accessory Buildings -along with bringing substandard homes into compliance, staff has also begun placing special emphasis on substandard accessory structures to ensure all buildings meet code. • _Gateway Connections -consider future improvements to major gateways with enhanced way-finding signs, neighborhood sign toppers and monuments distinguishing neighborhoods and districts. • Stakeholders Meeting -providing at least two neighborhood meetings to discuss the City's approach in revitalizing neighborhoods, which will help gain momentum for this program, as well as obtaining input from the citizens and potential by-in to the program. • Program Partners -coordinating several meetings with BISD, North Hills Hospital, TCC, non-profit organizations, contractors, businesses and volunteers to develop a strong volunteer base in assisting with redevelopment projects. The City and Home Depot has agreed to allow homeowners to go through their Contractor Bid Process for repairs of $2,500 or greater. Citizens may partner with neighbors to reach the $2,500 base and also encouraging citizens to hire within our City to obtain even a better cost savings. • Community Reusable Resource Warehouse -staff would like to obtain a warehouse where contractors may drop off excess unused materials where these items and donated material s can be stored for future remodeling projects. • Partnering with Tarrant County Housing and Development in allowing our City to recommend, coordinate and monitor projects associated with CDBG and HOME Funds. • Remodeling Incentive Program for those families that do not qualify for Federal Funding -this program is intended for families just above HUD Income Guidelines and do not qualify for Federal funding. This program would allow a 25% City Match Fund for all repairs/remodels. • Exterior Remodeling Incentive Program -the homeowner, based on the total cost of repairs requested, could receive a Cash Bonus Check from the City as an incentive to reinvest into their home. • Volunteer Cleanup Day -all Program Partners will assist families in targeted neighborhoods to discard unwanted items and assist in beautifying their neighborhood. • Neighborhood Revitalization Kickoff Event - In working with Home Depot and their interest in being a part of this program, we want to have a special day to introduce this new program to the media and citizens. Home Depot has selected a home in disrepair and will invest several thousands of dollars in repairing and upgrading this home in Target Area #1. Our plan is for the Mayor and City Manager to introduce the new "Neighborhood Revitalization Program" to the citizens; we plan to unveil the Home Depot Home Makeover, begin our Volunteer Cleanup Event and answer citizen questions regarding assistance in improving their homes. The Neighborhood Revitalization Multi-Department Committee has provided immediate action items to begin the revitalization initiatives for our neighborhoods by proposing the implementation of several new programs. Further, long-range discussions will continue with the committee and portions will periodically be brought back to Council for. further discussion and direction. Funding for these programs will be addressed during the Mid- Year Budget discussions. Staff is excited and looks forward in beginning the process of ensuring our property taxes continue to rise by providing excellent incentives to sustain homeownership and drive new economic development within our community. We look forward to discussing this with Council this coming Monday evening. Respectfully Submitted, Jo Ann Stout Director, Neighborhood Services INFORMAL REPORT TO MAYOR AND CITY COUNCIL No. IR 2009-047 ~~.,,;~~ ~'~,~ , Date: May 11, 2009 `~~'~~~~" Subject: Facility Master Plan Update ,,~, As a part of our Facility Master Plan project, the Beck architectural group conducted an evaluation of the city owned facility located at 4131 Rufe Snow Blvd. The purpose of this briefing is to provide the City Council with an update of their findings and to seek Council's guidance on the future uses for the facility. This building, which was previously occupied by a Food Lion grocery store, was purchased by the City in October, 2003 with the plan to make this a public facility specifically for library and recreational services. It has remained unoccupied since that time but has sustained damage due to the theft of wiring and other component pieces. It has some structural issues to the soil movement and improper water runoff through the lot. It remains a useable structure with the proper modifications. The Beck group provided the City with three options to consider for the long term use of the location. • Modify the existing structure into a municipal use facility • Convert the location into a city park facility • Sell the property Each of these options has several significant issues to be considered both positive and negative. Staff will provide the City Council with some options to consider and hope to achieve consensus from the Council on how they wish to proceed. Based on that decision staff will come back with specific details at the June mid-year budget work session for Council's consideration. Respectfully Submitted, Jimmy Perdue Assistant City Manager ISSUED BY THE CITY MANAGER NORTH RICHLAND HILLS, TEXAS ~ CITY OF NORTH RICHLAND HILLS Department: City Secretary Presented by: Council Meeting Date: 5-11-2009 Agenda No. A.6 Subject: Adjournment City of North Richland Hills City Council Regular Meeting Agenda North Richland Hills City Hall Council Chambers 7301 Northeast Loop 820 North Richland Hills, TX 76180 Monday, May 11, 2009 7:00 P.M. A.0 Call to Order -Mayor Trevino A.1 Invocation -Councilwoman Compton A.2 Pledge -Mayor for a Day Austin Nolan Pratt A.3 Special Presentation(s) and Recognition(s~ -Proclamation for National Public Works Week presented by Councilman Whitson A.4 Special Presentation(s) and Recognitions) -Proclamation for Motorcycle Safety and Awareness Month presented by Mayor Pro Tem Turnage A.5 Special Presentation(s) and Recognitions) -Proclamation recognizing the Texas Brahmas for their successful 2008-2009 season presented by Councilman Welch A.6 Citizens Presentation An opportunity for citizens to address the City Council on matters which are not scheduled for consideration by the City Council or another City Board or Commission at a later date. In order to address the Council, please complete a Public Meeting Appearance Card and present it to the City Secretary prior to the start of the Council meeting. The Texas Open Meetings Act prohibits deliberation by the Council of any subject which is not on the posted agenda, therefore the Council will not be able to discuss or take action on items brought up during the citizens presentation. A.7 Removal of Item(s) from Consent Agenda B.0 CONSIDER APPROVAL OF CONSENT AGENDA ITEMS All consent agenda items listed below are considered to be routine items deemed to require little or no deliberation by the City Council and will be voted on in one motion. There will be no separate discussion of these items unless a Council Member so requests, in which event the item will be removed from the Consent Agenda and considered. B.1 Approval of Minutes of April 27, 2009 City Council Meeting B.2 PU 2009-019 Award Bid 09-018 for the Pump Replacement -Well #4 (College Hill) Project to Felderhoff Brothers Drilling in the amount of $172,500 B.3 PU 2009-020 Award Bid 09-020 for Tennis Court Resurfacing to American Tennis Courts in the amount of $64,989 C.0 PUBLIC HEARINGS C.1 SUP 2009-02 Public Hearing and Consideration of a request from Chesapeake Operating, Inc for a Special Use Permit for a Gas Drilling and Production Site on Tract Al of the Northeast Campus Addition of Tarrant County College located at 828 W. Harwood Road -Ordinance No. 3051 D.0 PLANNING AND DEVELOPMENT Items to follow do not require a public hearing. No items for this category. E.0 PUBLIC WORKS E.1 PW 2009-012 Approve a Budget Revision and an Amendment to the Existing Interlocal Agreement for Design Services for the North Tarrant Parkway Street Improvements Project E.2 PW 2009-013 Approve a New Interlocal Agreement for Construction for the North Tarrant Parkway Street Improvements Project F.0 GENERAL ITEMS F.1 GN 2009-025 Consider All Matters Incident and Related to the Issuance and Sale of $5,695,000 "City of North Richland Hills, Texas, General Obligation Bonds, Series 2009", dated May 1, 2009, Including the Receipt of Bids Therefore and the Adoption of Ordinance No. 3050 Authorizing the Issuance of Such Bonds F.2 GN 2009-026 Consider All Matters Incident and Related to the Issuance and Sale of $6,205,000 "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2009", Dated May 1, 2009, Including the Receipt of Bids Therefore and the Adoption of Ordinance No 3049 -Authorizing the Issuance of Such Certificates of Obligation F.3 GN 2009-027 Nomination for Vacancy on Tarrant Appraisal District Board of Directors. Resolution No. 2009-016 F.4 GN 2009-028 Consider authorizing, the City Manager to sign an updated radio agreement with the City of Fort Worth to continue Public Safety radio service F.5 GN 2009-029 Consider Appointment for Economic Development Advisory Committee G.0 EXECUTIVE SESSION ITEMS No items for this category. H.0 INFORMATION AND REPORTS H.1 Announcements -Councilman Sapp H.2 Adjournment CITY OF NORTH RICHLAND HILLS Department: City Secretary Presented by: Council Meeting Date: 5-11-2009 Agenda No. A.0 Subject: Call to Order -Mayor Trevino CITY OF NORTH R/CHLAND HILLS Department: City Secretary Presented by: Council Meeting Date: 5-11-2009 Agenda No. A.1 Subject: Invocation -Councilwoman Compton CITY OF NORTH RICHLAND HILLS Department: City Secretary Presented by: Council Meeting Date: 5-11-2009 Agenda No. A.2 Subject: Pledge -Mayor for a Day Austin Nolan Pratt CITY OF NORTH RICHLAND HILLS Department: City Secretary Presented by: Councilman Tim Welch Council Meeting Date: 5-11-2009 Agenda No. A.3 Subject: Special Presentation(s) and Recognitions) -Proclamation for National Public Works Week presented by Councilman Whitson lei RH CITY OF NORTH RICHLAND HILLS PROCLAMATION WHEREAS, May 17th through May 23rd has been designated as National Public Works Week; and WHEREAS, National Public Works Week is a celebration of the tens of thousands of men and women in North America who provide and maintain the infrastructure and services collectively known as public works; and WHEREAS, Public Works services provided in our community are an integral part of the quality of life of our citizens' everyday lives; and WHEREAS, the health, safety and well-being of North Richland Hills greatly depends on Public Works services; and WHEREAS, Public Works services could not be provided without the dedicated efforts of public works professionals, engineers and administrators representing the City, who are responsible for and must design, construct, operate and maintain the transportation, water supply, sanitary sewer and drainage collection systems essential to serve the citizens of North Richland Hills. NOW, THEREFORE, I, Oscar Trevino, Mayor of the City of North Richland Hills, Texas do hereby proclaim May 17 - 23, 2009 as: "NATIONAL PUBLIC WORKS WEEK" in the City of North Richland Hills and urge all citizens and civic organizations to acquaint themselves with the wide range of items which involve Public Works services and to recognize the contributions which Public Works employees make every day to our health, safety, comfort and quality of life. IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the City of North Richland Hills to be affixed this the 11th day of May 2009. Oscar Trevino, Mayor CITY OF NORTH RICHLAND HILLS Department: City Secretary Council Meeting Date: 5-11-2009 Presented by: Mayor Pro Tem Scott Turnage Agenda No. A.4 Subject: Special Presentation(s) and Recognitions) -Proclamation for Motorcycle Safety and Awareness Month presented by Mayor Pro Tem Turnage N RH CITY OF NORTH RICHLAND HILLS PROCLAMATION WHEREAS, today's society is finding more citizens involved in motorcycling on the roads of our country; and WHEREAS, motorcyclists are roughly unprotected and much more likely to be injured or killed in a crash than other vehicle drivers; and WHEREAS, campaigns have helped inform riders and motorists alike on motorcycle safety issues to reduce motorcycle related risks, injuries, and most of all fatalities, through a comprehensive approach to motorcycle safety; and WHEREAS, it is the responsibility of all who put themselves behind the wheel, to become aware of motorcyclists, regarding them with the same respect as any other vehicle traveling the highways of this country; and WHEREAS, urging all of our community to become aware of the inherent danger involved in operating a motorcycle and give the operator the respect on the road they deserve. NOW, THEREFORE, I Oscar Trevino, Mayor of the City of North Richland Hills, Texas do hereby proclaim the month May 2009 as "MOTORCYCLE SAFETY AND AWARENESS MONTH" in the City of North Richland Hills. IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the City of North Richland Hills to be affixed this the 11th day of May 2009. Oscar Trevino, Mayor CITY OF NORTH R/CHLAND HILLS Department: Communications Presented by: Councilman Tim Welch Council Meeting Date: 5-11-2009 Agenda No. A.5 Subject: Special Presentation(s) and Recognitions) -Proclamation recognizing the Texas Brahmas for their successful 2008-2009 season presented by Councilman Welch The Texas Brahmas have had a very successful 2008-2009 season earning their first ever Central Hockey League President's Cup. A proclamation will be presented at the May 11, 2009 City Council Meeting to honor the Brahmas for this outstanding achievement. The Texas Brahmas General Manager Mike Barack and other members of the Brahmas organization will be present to accept the proclamation. 1'~IRH CITY OF NORTH RICHLAND HILLS PROCLAMATION WHEREAS, the Texas Brahmas enjoyed one of the best seasons in team history with an impressive 42-16-6 record and 90 points during the regular season; and WHEREAS, The Brahmas went on to sweep Rio Grande Valley in the Southern Conference semifinals; and WHEREAS, The Brahmas then beat Odessa in a seven game series to win the Southern Conference Finals; and WHEREAS, This earned the Brahmas their first ever trip to the Central Hockey League Finals where they successfully battled it out against the Colorado Eagles and brought home their first Ray Miron President's Cup; and WHEREAS, the 2008-09 season was an exciting and successful season for the Brahmas players, managers, coaches, owners, officials, sponsors and countless fans who supported the team; and WHEREAS, our City is proud of the Brahmas for winning the Central Hockey League's President's Cup and for the fine publicity they have brought to our community by their good sportsmanship and inspired team play; and WHEREAS, the excellent performance, dedication and commitment of the team has proven to be a source of admiration and inspiration to the residents of North Richland Hills. NOW, THEREFORE, I Oscar Trevino, Mayor of the City of North Richland Hills, Texas do hereby proclaim May 11, 2009 as "TEXAS BRAHMAS DAY" in the City of North Richland Hills and urge all residents to recognize and congratulate the team, its coaches, managers, owners and all people associated with the Texas Brahmas for their 2008-09 championship season and to wish them continued success for the future. IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the City of North Richland Hills to be affixed this the 11th day of May 2009. Oscar Trevino, Mayor CITY OF NORTH RICHLAND HILLS Department: City Secretary Council Meeting Date: 5-11-2009 Presented by: Agenda No. A.6 Subject: Citizens Presentation An opportunity for citizens to address the City Council on matters which are not scheduled for consideration by the City Council or another City Board or Commission at a later date. In order to address the Council, please complete a Public Meeting Appearance Card and present it to the City Secretary prior to the start of the Council meeting. The Texas Open Meetings Act prohibits deliberation by the Council of any subject which is not on the posted agenda, therefore the Council will not be able to discuss or take action on items brought up during the citizens presentation. CITY OF NORTH RICHLAND HILLS Department: City Secretary Presented by: Council Meeting Date: 5-11-2009 Agenda No. A.7 Subject: Removal of Item(s) from Consent Agenda CITY OF NORTH RICHLAND HILLS Department: City Secretary Council Meeting Date: 5-11-2009 Presented by: Agenda No. B.0 Subject: CONSIDER APPROVAL OF CONSENT AGENDA ITEMS All consent agenda items listed below are considered to be routine items deemed to require little or no deliberation by the City Council and will be voted on in one motion. There will be no separate discussion of these items unless a Council Member so requests, in which event the item will be removed from the Consent Agenda and considered. CITY OF NORTH RICHLAND HILLS Department: City Secretary Council Meeting Date: 5-11-2009 Presented by: Agenda No. B.1 Subject: Approval of Minutes of April 27, 2009 City Council Meeting Recommendation: To approve the minutes of the April 27, 2009 City Council Meeting. MINUTES OF THE WORK SESSION AND REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, HELD IN THE CITY HALL, 7301 NORTHEAST LOOP 820 -APRIL 27, 2009 WORK SESSION The City Council of the City of North Richland Hills, Texas met in work session on the 27th day of April, 2009 at 5:30 p.m. in the Council Work Room prior to the 7:00 p.m. regular Council meeting. Present: Oscar Trevino Mayor present at 5:37 p. m. Scott Turnage Mayor Pro Tem, Council Place 6 John Lewis Council, Place 1 Ken Sapp Council, Place 2 Suzy Compton Council, Place 3 Tim Barth Council, Place 4 David Whitson Council, Place 5 Tim Welch Council, Place 7 Staff Members: Larry J. Cunningham City Manager present at 5:37 p.m. Karen Bostic Assistant City Manager Jimmy Perdue Assistant City Manager Mike Curtis Managing Director present at 5:37 p.m. Vickie Loftice Managing Director Patricia Hutson City Secretary Monica Solko Assistant City Secretary Corey Fickes Attorney present at 5:37 p. m. George Staples City Attorney present at 6:15 p.m. Mary Peters Public Information Officer Elizabeth Reining Assistant to City Manager John Pitstick Director of Planning & Development Larry Koonce Finance Director Angel Bellard Utility Service Manager Greg VanNeiuwenhuize Public Works Assistant Director Craig Hulse Economic Development Director Sharon Davis Parks and Recreation Assistant Director Adrien Pekurney Recreation Center Manager Mark Mills Budget Director Eric Wilhite Chief Planner present at 5:35 p. m. Call to Order Mayor Pro Tem Turnage called the work session to order at 5:32 p.m. A.1 Discuss Items from Regular City Council Meeting There were no questions from Council. A.2 IR 2009-041 High Speed Rail Local Government Corporation Ms. Elizabeth Reining, Assistant to City Manager, advised that the City has been asked to join the South Central High Speed Rail and Transportation Authority (SCHSRTA). The authority will be in charge of developing the new federal network of high-speed rail corridors, specifically the South Central and Gulf Coast High Speed Rail Corridors. SCHSRTA evolved from the Texas High Speed Rail and Transportation Corporation, which the City joined last year in support of the Texas T-Bone High Speed Rail Corridor. The new authority will be in charge of developing the Texas T-Bone and negotiating with federal, state and private partners in regards to design, construction, operation and financing. Council was advised the authority is needed to continue to pursue federal funding for high speed rail in Texas. Also required to create the authority besides cities and other political subdivisions passing a resolution in support is SB1570, which is currently going through the Senate. Councilman Welch commented on SB 1570 and updated Council on the status of the bill. During the regular council meeting, Council took action on the resolution authorizing the City to join the corporation. Mayor Trevino was present at 5:37 p.m, and presided as Chair. Mr. Cunningham, Mr. Curtis and Mr. Fickes also present at 5:37 p.m. A.3 IR 2009-038 Update on State Legislation Mayor Trevino introduced Corey Fickes, Attorney with (TOASE) Taylor Olson Adkins Sralla & Elam, L.L.P. who was sitting in for George Staples. Mr. Staples had a previous appointment but would be joining the meeting later. Karen Bostic, Assistant City Manager updated Council on various bills being tracked by the City during the 81St legislative session. Ms. Bostic highlighted the status of the following bills: • HB 9 & SB 855 -Transportation Funding (TLOTA) • HB 2639 -Red Light Camera Prohibition • HB 5 & SB 544 -Statewide Smoking Ban • HB 980 & HB 1376 -Sales Tax Allocation Changes (Place of Business) • HB 3222 & SB 1947 -Joint TIFs • SB 700 -Rollback Rate Changes (Property Taxes) • SB 792 & HB 2879 -Sales Tax -Special Districts A.4 IR 2009-034 Status Report on Financial Conditions Mr. Larry Cunningham, City Manager, reported to the Council on the financial impact to the City as a result of the economic downturn. Mr. Cunningham presented data for the region and City on unemployment, bankruptcy filings, residential foreclosures and home values. Council was advised of the impact on sales tax revenues, licenses and permits, charges for services and investment income and the projected impact for the remainder of the year. Council was advised the City has responded to the reduction in revenues with the implementation of the first phase of the City's Budget Contingency Plan. Mr. Cunningham reviewed the actions taken during the first phase of the plan and the remaining additional steps if revenue shortfalls continue. Council was advised that the General Fund, Parks Development Fund and Crime Control Fund were most impacted. Mr. Cunningham discussed future considerations as the 2009/2010 budget is being developed. Mr. Cunningham also discussed with the Council new opportunities for the City that will result from the expansion of Loop 820, TOD planning initiatives, the new Recreation Center, new street projects set for construction, and new business developments. A.5 IR 2009-037 Update on Loop 820 Corridor Study Objectives Mr. John Pitstick, Director of Planning, provided an update to the Council on the Loop 820 Corridor Plan. The Council recently listed as three of the highest city-wide objectives in their updated goals the implementation of the Loop 820 Study Objectives, coordinate Loop 820 expansion and encourage maximization of real estate. Mr. Pitstick briefly highlighted the background history of the Loop 820 study and reported on the status of the Loop 820 action items. Council was advised that the Category 1 action items have been completed, Category 2 items are not complete and require TxDOT coordination and the Category 3 items are not completed and require staff action. Mr. Pitstick presented the following Category 2 items with 2 new items and asked if Council was in agreement with staff proceeding with the major objectives of the Loop 820 Corridor Access Plan and with adding two new action items. • Concurrence on Corridor Access Plan • Alternative routing during Loop 820 construction • Iron Horse bridge design • Holiday Lane underpass design • Extension of Cottonbelt Trail over Iron Horse bridge • Double tracking rail line over Loop 820 • Realignment of Maplewood at Loop 820 • Pursuing park and ride lot from Richland Hills Church of Christ rather than Davis flyover (new action item) • Realignment of Bedford Euless off ramp (new action item) Council concurred with the major objectives of the Loop 820 Corridor Access Plan and the addition of the two new items. Mr. Pitstick presented the following Category 3 items and asked if Council was in agreement with proceeding with the original action items of the Loop 820 Corridor Image and District Plans. • Update Comprehensive Plan and Thoroughfare Plan to reflect Iron Horse TOD Plans • Establishing minimum acres for platting and converting properties to new land uses along Loop 820 • Development of landscaping guidelines including planter walls for Loop 820 frontage • Development of wayfinding signs for Loop 820 Districts. Council concurred with proceeding with the original action items of the Loop 820 Corridor Image and District Plans. George Staples present at 6:15 p.m. B.0 EXECUTIVE SESSION -The City Council may enter into closed Executive Session to discuss the following as authorized by Chapter 551, Texas Government Code B.1 Executive Session: Pursuant to Section 551.072, Texas Government Code to deliberate the purchase of real property at: 5100 Cummings Dr. B.2 Executive Session: Pursuant to Section 551.071 Texas Government Code for Consultation with Attorney on Litigation - Friend vs. NRH B.3 Executive Session: Pursuant to Section 551.071, Texas Government Code for Consultation with Attorney on Litigation: Hometown Urban Partners, Ltd. vs. City of North Richland Hills B.4 Executive Session: Pursuant to Section 551.072, Texas Government Code to deliberate the purchase exchange or value of real property for municipal use - Central Sector of City Mayor Trevino announced at 6:19 p.m. that the Council would adjourn to Executive Session pursuant to the provisions of the following sections of the Texas Government Code: Section 551.072 to deliberate the purchase of real property at 5100 Cummings Drive; Section 551.071 for consultation with Attorney on litigation on Friend vs. NRH and Hometown Urban Partners, Ltd. vs NRH; and Section 551.072 to deliberate the purchase, exchange or value of real property for municipal use in the central sector of the City. C.0 Adjournment Mayor Trevino announced at 6:55 p.m. that the Council would adjourn to the regular Council meeting. REGULAR COUNCIL MEETING A.0 CALL TO ORDER Mayor Trevino called the meeting to order April 27, 2009 at 7:02 p.m. ROLL CALL Present: Oscar Trevino Scott Turnage John Lewis Ken Sapp Suzy Compton Tim Barth David Whitson Tim Welch Staff: Larry J. Cunningham Karen Bostic Jimmy Perdue Mike Curtis Vickie Loftice Patricia Hutson Monica Solko George Staples Mayor Mayor Pro Tem, Council Place 6 Council, Place 1 Council, Place 2 Council, Place 3 Council, Place 4 Council, Place 5 Council, Place 7 City Manager Assistant City Manager Assistant City Manager Managing Director Managing Director City Secretary Assistant City Secretary Attorney A.1 INVOCATION Mayor Pro Tem Turnage gave the invocation. A.2 PLEDGE OF ALLEGIANCE Mayor Pro Tem Turnage led the pledge of allegiance. A.3 SPECIAL PRESENTATION(S) AND RECOGNITIONS) - PROCLAMATION SUPPORTING THE 2010 CENSUS PRESENTED BY COUNCILMAN WELCH Councilman Welch presented a proclamation supporting the 2010 Census to Madeline Kelley and Jerome Garza, Partnership Specialists with the U.S. Census Bureau. A.4 SPECIAL PRESENTATION(S) AND RECOGNITIONS) YARD OF THE MONTH AWARDS PRESENTED BY COUNCILWOMAN COMPTON Diane Spradling, Keep NRH Beautiful Commission Member and Councilwoman Compton recognized the following yard of the month recipients for April: Jim & Laura Penn, 3904 Diamond Loch West; Wylma J. Hooker, 6700 Mike; Jean Walker, 6624 Pleasant Ridge; Ed Streater, 7313 Whitfield Ct.; Mario & Bonita Sanchez, 7901 Irish Drive; Wilma Byrd, 7521 Sean Drive; Victor & Bonnie Jury, 8308 Thistle Court; Tim & Sharon Schorn, 7837 Miracle Lane; John & Kathy Kerr, 8604 Twisted Oaks Way. Top Cut Lawn and Landscape Services, Inc., 6405 Smithfield Road, was recognized as the April Business Landscape Winner. A.5 CITIZENS PRESENTATION None. A.6 REMOVAL OF ITEM(S) FROM THE CONSENT AGENDA None. B.0 APPROVAL OF CONSENT AGENDA ITEMS APPROVED B.1 APPROVAL OF MINUTES OF APRIL 13, 2009 CITY COUNCIL MEETING B.2 PW 2009-011 AWARD A PROFESSIONAL SERVICES AGREEMENT TO GOODRICH, SCHECHTER & ASSOCIATES, LLC IN AN AMOUNT NOT TO EXCEED $78,400 FOR RIGHT-OF-WAY APPRAISAL SERVICES FOR THE SHADY GROVE ROAD, DOUGLAS LANE AND NORTH TARRANT PARKWAY PROJECTS B.3 PU 2009-011 AWARD BID NO. 09-014 TOPSOIL, SAND AND FLEXBASE MATERIAL TO MULTIPLE VENDORS. MAYOR PRO TEM TURNAGE MOPED TO APPROVE THE CONSENT AGENDA. COUNCILMAN SAPP SECONDED THE MOTION. MOTION TO APPROVE CARRIED 7-O. PUBLIC HEARINGS C.1 GN 2009-022 PUBLIC HEARING AND CONSIDERATION OF ORDINANCE READOPTING YOUTH PROGRAMS STANDARDS OF CARE - ORDINANCE NO. 3048 APPROVED Mayor Trevino opened the public hearing and called for Adrien Pekurney to come forward. Adrien Pekurney, Recreation Center Manager presented the item. The item is to consider approval of an ordinance readopting the North Richland Hills Youth Programs Standards of Care. Because the Parks Department offers day camp programs for children ages five to thirteen, the City must meet day care licensing requirements or file for an exemption of the Child Care Standards and Regulations. To receive exempt status, municipalities must submit a copy of program standards, a notice of a public hearing for the program and a copy of the ordinance adopting the standards. The Park and Recreation Department's day camp program meets and in some areas exceeds many of the standards listed in the state's Child Care Standards and Regulations. All of the Standards of Care in the Parks Department's day camp policies and procedures have been in place for several years and are used in the staff training process prior to camp starting each year. The exemption application and formal adoption of the Youth Programs Standards of Care and ordinance is an annual requirement. Staff recommends approval of the ordinance following the public hearing and public input. Mayor Trevino called for anyone wishing to speak for or against the request to come forward. There being no one wishing to speak, Mayor Trevino closed the public hearing and called for the motion. COUNCILWOMAN COMPTON MOVED TO AP-PROVE ORDINANCE NO. 3048; GN 2009-022. COUNCILMAN WHITSON SECONDED THE MOTION. MOTION TO APPROVE CARRIED 7-0. C.2 SUP 200E-07 PUBLIC HEARING AND CONSIDERATION OF AN APPEAL OF DENIAL BY THE PLANNING AND ZONING COMMISSION OF A REQUEST FROM HOMETOWN URBAN PARTNERS, LTD. FOR A SPECIAL USE PERMIT FOR MULTIFAMILY DWELLING UNITS ON A 30 ACRE (+/-) PARCEL (TRACT 1) CONSISTING OF TRACTS 4B AND 4B1 IN THE D.C. MANNING SURVEY, TRACT 5B IN THE WALKER SURVEY (A-1653), AND PORTIONS OF TRACTS 1A6, 1G, AND 7 IN THE WALKER SURVEY (A-1652) GENERALLY LOCATED SOUTHWEST OF THE INTERSECTION OF COURTENAY STREET AND PARKER BOULEVARD DENIED (PLANNING & ZONING COMMISSION RECOMMENDATION UPHELD) Mayor Trevino announced that the City received a request from the applicant for items C.2, C.3 and C.4 to be postponed until June 8, 2009. Mayor Trevino asked Council if they wanted to postpone the SUP's. Each Councilmember was against the postponement and asked the Mayor to move forward with hearing the SUP's. Mayor Trevino announced that the following three items were interrelated and he opened the three public hearings for items C.2 (SUP 2008-07), C.3 (SUP 2008-09) and C.4 (SUP 2009-01) and called for the applicant to come forward. Dan Quinto, 602 Northwood Trail, in Southlake representing the applicant came forward. Mr. Quinto advised because he felt the three items (C.2, C.3 and C.4) were interrelated, the PowerPoint presentation he was presenting combined the three requests for Special Use permits. Mr. Quinto gave an overview of the proposed project, addressed the issues in the Staff Report, the common goal to build a vibrant and well developed town center and what the applicant views as obstacles to achieving the goal, tools needed to achieve the goal and compared the Woodhaven development to other projects such as Montgomery Farm, and Firewheel and Legacy Town Square. Mr. Quinto compared the original master plan with the proposed master plan and the proposed Thoroughfare Plan with the approved Throughfare Plan. Mr. Quinto advised in Building 3A the strategy would be to install live/workunits on ground floors with some spaces having businesses, some a combination of business/residential and other spaces residential to be regulated by deed restrictions and guidelines. He requested the flexibility to interchange building types allowing commercial or residential on the first floor. He was available to answer any questions the Council might have. Eric Wilhite, Chief Planner, presented the case summaries. Items C.2 and C.3 are requests for a Special Use Permit to allow the construction of up to 1,350 multifamily units and a minimum of 25,000 square feet of first floor commercial space in Venue Phase II. Venue Phase II is located on two separate tracts of land (Tracts 1 and 2). Tract 1 includes 30 acres with proposals for 950 multi-family units with a minimum of 25,000 square feet of first floor commercial uses. Tract 2 includes 16 acres with proposals for 400 multi-family units with no minimum commercial uses. Mr. Wilhite reviewed and discussed the building types on the approved Master Plan. Item C.4 (SUP 2009-01) is a request for a Special Use Permit to convert first floor commercial spaces to a flexible occupancy allowing either commercial or multi-family residential use on ground floor levels. The two buildings being requested for conversion are 6040 Parker Boulevard and 6041 Walker Boulevard, typically identified as Buildings 3A and 3B. Mr. Wilhite reviewed the existing site plan and an exhibit of the proposed Building Plan for Building 3B showing possible unit layouts. The Planning and Zoning Commission recommended denial of SUP 2008-07, SUP 2008-09 and SUP 2009-01. Mike Curtis, Managing Director presented a PowerPoint presentation on staff review of the SUP requests. Staff is not in support of the requests. Reasons Whv Staff Does Not Support the Requests: 1. Does not comply with SUP Ordinance 2. Does not comply with the Regulating Plan 3. Is not consistent with the approved Venue Plan Incomplete Special Use Permit submittal The proposed SUP submittal is incomplete for the following reasons and Staff cannot support the proposed flexibility of this submittal. • Specific building elevations not included • Site Plan does not provide the information required by the ordinance • Flexibility for interchanging building types • Flexibility for changing land uses • Flexibility for providing park and open space amenities • Flexibility for removing streets and access points • Traffic Impact Analysis not provided for proposed Grand/Courtenay/Parker intersection treatment • Carport locations and elevations not provided • Details or examples of typical structured parking decks not provided • Delineation of neighborhood districts not provided on site plan Non conformance with Home Town Regulating Plan This request does not conform to the existing Home Town Regulating Plan or Thoroughfare Plan and any significant changes to these plans would require a Regulating Plan amendment to be approved by City Council prior to a Special Use Permit request. • Modified street sections are identified that do not conform to Town Center regulations and/or Thoroughfare Plan. • Boundaries of the Neighborhood Core, Neighborhood Center and Neighborhood General are not shown on plans. • Proposed buildings in the Neighborhood Core area do not conform to the concept plans originally approved as part of the Town Center ordinance which show significant commercial structures that create a new downtown for the community. Venue II SUP submittal does not follow the original Master Development Plan (very little support for new urban commercial downtown). The Venue II SUP request indicates building development that is clearly different than was originally presented as the Core area. The new plan shows a significant increase in multi-family residential units and limited commercial and office development. The current submittal gives little support for a vibrant downtown area as originally presented to the public and approved. Mr. Curtis advised that Exhibit E of Ordinance No. 2360 approved by City Council to help illustrate the Master Plan for Home Town is not consistent with what is being presented today and presented illustrations showing the inconsistencies. RECESS AND BACK TO ORDER Mayor Trevino recessed the meeting at 8:38 p.m. and called the meeting back to order at 8:47 p.m. with all members present as recorded. Mayor Trevino announced that Councilman Barth had requested for the time limit of 3 minutes per speaker during public input be waived for items C.2, C.3 and C.4 and all of Council was in agreement. Mayor Trevino called for anyone wishing to speak in favor of the requests to come forward. There being no one wishing to speak in favor of the requests. Mayor Trevino called for anyone wishing to speak against the requests to come forward. Mayor Pro Tem Turnage advised that the following citizens did not wish to speak but wanted to go on record as being in opposition to the Special Use Permit requests (SUP 2008-07, SUP 2008-09, and SUP 2009-01). Steve Gentry, 8588 Hudson Street Jeff and Lisa Martin, 8509 Newman Drive Tammy Woodman, 6213 Winter Park Drive William Livesey, 8609 Passionvine Street Talmadge N. and Jaylon Buie, 8621 Nichols Way Carolyn Pittman, 6032 Frost Street Garry Stoddill, 6263 Sherbert Drive Cheryl Spencer, 6024 Frost Street Dallas and JoAnne Holmes, 6028 Frost Street Jeff and Kristi Reneay, 8613 Summer Tree Lane John and Cindy Martin, 6062 Lake Way Meadows Malta E. Akins, 8600 Beetle Nut Lane Bill Hunt, 8613 Beetle Nut Lane Sara Draper, 5817 Arbor Road Karla Gentry, 8533 Hudson Street John Hoffmann, 5800 Arbor Road Don and Carol Walker, 8629 Olmstead Terrace Freddie Hill, 8636 Nichols Way Linda Dollar 8604 Nichols Way Warren Kneis, 6216 Lake Way The following individuals spoke in opposition to the SUP requests citing concerns with too many apartments in the City, increase in traffic and crime from the proposed development, depreciation of home values, and inconsistency with the vision the developer presented to the homebuyers. Jane Birkes, 5809 Lake Way presented a PowerPoint presentation M.N. (Dan) Heth, 8604 Passion Vine Street William (Bill) and Suzanne Livesey, 5950 Lake Way Meadows Sam V. Akins, 8600 Beetle Nut Lane Dianne Spradling, 8609 Lantana Drive Cary M. Schroeder, 8081 Coladian Ron Zodin, 8116 Bridge Street Carolyn Curtis, 6249 Winter Park Drive Brad Marling, 8613 Olmstead Terrace Mayor Trevino closed the public hearings and called for the motion for SUP 2008-07. COUNCILMAN BARTH MOVE[} TO UPHOLD THE RULING OF THE PLANNING AND ZONING COMMISSION. COUNCILMAN WELCH SECONDED THE MOTION. MOTION TO APPROVE CARRIED 7-0. C.3 SUP 2008-09 PUBLIC HEARING AND CONSIDERATION OF AN APPEAL OF DENIAL BY THE PLANNING AND ZONING COMMISSION OF A REQUEST FROM REALTY CAPITAL CORPORATION FOR A SPECIAL USE PERMIT FOR MULTIFAMILY DWELLING UNITS ON A 16 ACRE (+/-) PARCEL (TRACT 2) CONSISTING OF PORTIONS OF TRACTS 1 AND 1A IN THE WALKER SURVEY (A- 1652) GENERALLY LOCATED SOUTH OF THE INTERSECTION OF PARKER BOULEVARD AND BRIDGE STREET DENIED (PLANNING & ZONING COMMISSION RECOMMENDATION UPHELD) This item was related to the previous item C.2 and the public hearing was opened and discussed in item C.2. Mayor Trevino called for the motion for SUP 2008-09. COUNCILMAN SAPP MOPED TO UPHOLD THE RULING OF THE PLANNING AND ZONING COMMISSION. COUNGILMAN LEWIS SECONDED THE MOTION. MOTION TO APPROVE CARRIED 7-O. C.4 SUP 2009-01 PUBLIC HEARING AND CONSIDERATION OF AN APPEAL OF DENIAL BY THE PLANNING AND ZONING COMMISSION OF A REQUEST FROM THE VENUE AT HOMETOWN, LTD. FOR A SPECIAL USE PERMIT FOR THE CONVERSION OF CERTAIN COMMERCIAL UNITS TO MULTIFAMILY DWELLING UNITS AT THE VENUE AT HOMETOWN LOCATED AT 6040 PARKER AND 6041 WALKER BOULEVARD DENIED (PLANNING & ZONING COMMISSION RECOMMENDATION UPHELD) This item was related to the previous two items C.2 and C.3 and the public hearing was opened and discussed in item C.2. Mayor Trevino called for the motion for SUP 2009-01. COUNCILMAN WELCH MOVED TO UPHOLD THE RULING OF THE PLANNING AND ZONING COMMISSION. COUNCILMAN WHITSON SECONDED THE MQTION. MOTION TO APPROVE CARRIED T-O. PLANNING & DEVELOPMENT D.0 Items to follow do not require a public hearing There are no items for this category. PUBLIC WORKS There are no items for this category. E.0 GENERAL ITEMS F.1 PU 2009-018 AWARD BID 09-019 FOR ULTRAVIOLET DISINFECTION SYSTEMS TO SUNBELT POOLS, INC. IN THE AMOUNT OF $125,002 AND REVISE NRH2O'S CAPITAL IMPROVEMENT BUDGET APPROVED Chris Swartz, NRH2O Park Manager presented the item. Item is to consider the award of bid for the ultraviolet disinfection systems at the NRH2O Water Park. Notice of the City's intent to bid was advertised in the local newspaper as required by State Statute and posted on the City's website and proposals were received from four firms. Sunbelt Pool, located in Dallas, Texas, is recommended as the selected vendor based on cost and specified product in the amount of $125,002. COUNCILMAN WHITSON MOVED TO APPROVE. PU 2009-018, COUNCILWOMAN COMPTON SECONDED THE MOTION. MOTION TO APPROVE CARRIED 7-0. F.2 GN 2009-023 APPROVAL OF IDENTITY THEFT PREVENTION PROGRAM - RESOLUTION NO. 2009-014 APPROVED Angel Bellard, Utility Service Manager presented the item. The City of North Richland Hills is required to adopt a policy preventing identity theft in order to comply with a recent amendment to the Fair and Accurate Credit Transactions Act of 2003 ("FACTA"). By approving Resolution No. 2009-014, the City of North Richland Hills will have a written Identity Theft Prevention Program in place which meets the requirement of the FACTA Red Flags Ruling. All the City's accounts that are individual utility service accounts held by customers of the utility whether residential, commercial, or industrial are covered by the rule. A committee comprised of representatives from each area of Utility Customer Service will review the Program in October of each year and recommend any changes which may occur as a result of changes in operating procedures. COUNCILWOMAN COMPTON MOVED TO APPROVE RESOLUTION NO. 2009-014. COUNCILMAN WHITSON SECONDED THE MOTION, MOTION TO APPROVE CARRIED 7-0, F.3 GN 2009-024 APPROVING RESOLUTION 2009-015 ALLOWING PARTICIPATION IN A LOCAL GOVERNMENT CORPORATION FOR HIGH SPEED RAIL APPROVED Elizabeth Reining, Assistant to the City Manager summarized the item. The City of North Richland Hills has been asked to join the South Central High Speed Rail and Transportation Authority (SCHSRTA). This authority would be in charge of developing the Texas T-Bone High-Speed Rail Corridor and the South Central and Gulf Coast Federal Designated Corridors. The South Central and Gulf Coast Federal Corridors are part of a nationwide system that were developed about eight years ago. The Texas T- Bone is expected to be added into the system. This authority would have the same power as various transit agencies and airports owned and operated by Texas cities and counties. The authority could apply for federal and state funds, construct and then control the rail line. Members of the association, including the City of North Richland Hills, would have a seat on the board and thus could control the authority. The authority evolved from the Texas High Speed Rail and Transportation Corporation (THSRTC), the non-profit group the City joined last year in support of high speed rail. The THSRTC will continue to function in an advocacy role to advance the goals and objectives of SCHSRTA . Staff is recommending approval of Resolution No. 2009-015. COUNCILMAN WELCH MOVED TO APPROVE RESOLUTION NO. 2009-01.5; GN 2009-024 FOR THE PARTICIPATION OF LOCAL GOVERNMENT CORPORATION. COUNCILMAN EARTH SECONDED THE MOTION. MOTION TO APPROVE CARRIED 7-O. EXECUTIVE SESSION ITEMS G.1 ACTION ON ANY ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON WORK SESSION AGENDA B.1 DELIBERATE THE PURCHASE OF REAL PROPERTY AT: 5100 CUMMINGS DR. APPROVED Karen Bostic, Managing Director, presented the item. The property owner of 5100 Cummings Drive has approached the City with interest to sell the property to the City. MAYOR PRO TEM TURNAGE MOVEp TO APPROVE THE PURCHASE OF 5100 CUMMINGS DRIVE AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH THE OWNER FOR THE PURCHASE OF THE PROPERTY. COUNCILWOMAN COMPTON SECONDER THE MOTION. MOTION TO APPROVE CARRIED 7-O. INFORMATION AND REPORTS H.1 IR 2009-040 REPORT ON UPCOMING ONCOR TREE TRIMMING PROJECT Suzan Greene from Oncor presented a PowerPoint presentation and updated Council on Oncor's upcoming Tree Trimming Initiative and how it would impact the City. H.2 ANNOUNCEMENTS Councilman Lewis made the following announcements. The Sounds of Spring Concert Series continues every Friday night through May 8th at NRH2O. Gates open at 6 p.m. and the concerts begin at 7 p.m. Admission is FREE. Remember to bring blankets and lawn chairs. For more information, call 817-427-6600 or visit www.soundsnrh.com. Dogs and their owners are invited to Fido Fest from 10 a.m. to 1 p.m. on Saturday, May 2"d at Tipps Canine Hollow Dog Park located at 7804 Davis Boulevard. This special event is being hosted by the Tipps Canine Hollow Parks Pals. There will be entertainment, pet contests, face painting, vendor booths and more. Donations will be accepted for future park improvements. For more details, log onto www.tippscaninehollow.orq or call 817-514-0404. The City invites you to be a part of the planning process for the new NRH recreation center. This project is in the early stages of planning and officials are seeking input from the public on recreation uses and development priorities. Public input meetings are scheduled from 6:30 p.m. to 8 p.m. on May 5th and May 26th in the City Council Chambers. Citizens who are interested in this process, or would like to learn more about the project, are encouraged to attend. For more information visit the City's web site at www.nrhtx.com or call 817-427-6620. Kudos Korner -Wesley Millsap, Chuck James, Clint Choate, and Ron Hernandez, Public Works Department - A resident called to commend this crew for their performance repairing an overnight water leak in front of his home. He stated that the crew members where very polite and professional in communicating the process of the leak repair and did a great job restoring water service and cleaning up by morning. H.2 ADJOURNMENT Mayor Trevino adjourned the meeting at 9:46 p.m. Oscar Trevino -Mayor ATTEST: Patricia Hutson, City Secretary CITY OF NORTH RICHLAND HILLS Department: Finance Presented by: MCurtis/LKoonce Council Meeting Date: 5-11-2009 Agenda No. B.2 Subject: PU 2009-019 Award Bid 09-018 for the Pump Replacement -Well #4 (College Hill) Project to Felderhoff Brothers Drilling in the amount of $172,500 In the 2008/2009 approved CIP budget, Council allocated $190,000 for the College Hill water well improvements. This project is to replace the main water well at the College Hill Booster Pump Station. This is one of the City's deepest wells, extending to the Trinity Aquifer and is capable of supplying the City with 50% of its total potable well water (approximately 0.60 MGD). The pump motor is approximately 45 years old and is no longer repairable. The encasement pipe is also severely corroded. The pump motor, cables and screens need to be replaced and repaired in order to comply with the Texas Commission on Environmental Quality (TCEQ) standards. Notice of the City's intent to bid was advertised in the local newspaper as required by State Statute and posted on the City's website. Sixty one (61) vendors were contacted and requested to participate in this process. Bid specifications were viewed from the City's website by nineteen (19) vendors with the results listed below: Weisinger Layne-Texas Millican Well Felderhoff Water Well Tyler, TX Service Fort Brothers Drilling VENDOR NAME Conroe, TX Worth, TX Gainsville TX Bid Item 1, all as 1 specified, the lump sum $245,800.00 $179,665.00 $170,868.00 $172,500.00 amount of: Add for furnishing and installation of a Franklin 2 Subtrol-Plus Protection $920.00 $3,700.00 $21,430.00 $0.00 System and extended three year warranty Bids were evaluated by Harden & Associates who recommends Felderhoff Brothers Drilling be awarded this project. Although their base bid was higher than Millican Well Service, the base bid from Felderhoff Brothers Drilling includes the Franklin Electric Sub Monitor (item 2) and the other bidders listed this as a separate bid. The Franklin Subtrol-Plus Protection System extends the motor warranty to three years and provides important electrical protection of the motor. The documents submitted by Felderhoff Brothers Drilling are complete. They have been reviewed and meet the requirements according to the bid specifications. Public Works/Utilities department agrees with Harden & Associates in their recommendation of Felderhoff Brothers Drilling. Recommendation: Award Bid 09-018 for the Pump Replacement -Well #4 (College Hill) Project to Felderhoff Brothers Drilling in the amount of $172,500. Utll~ty Capital Projects _ P'raject Titter f+roject tVumber C1ep~rrtrnerart public Works Crallege Hill Water Well Impr4vemsnts UTt)?a1 Prgjr++ct Description This project represents replacing the main water well at the Caliege Hill Booster Pump Station. This well is one of the City's deepest wells (it eactends to the Trinity Aquifer) and supplies ttta City with 5a',6 of its tatat potable well water (approximately a.t30 Mtsl~j. The pump orator, caiales and screens need #a tae r®placed and repaired to meet TCECi requirements. Project Justit{r«atton The City has 5 potable water welts located within its boundaries that have the capability to supply just over 1 MGO (million gallons per day). This well supplies over 50°h, of thgt capacity and has not worked in approximately 1 year. The pump molar is approximately 45 years aid and is na longer repairable. The encasement pipe is also severely corroded. The chlorinator far this wait is also outdated and does not comply with TCEQ criteria. If the city wants to keep the wells as an emergency water suppty, than this work must lye comple#ed. If the well is not repaired it will need to Ere capped and permanently closed. After it is closed the 7CEQ would no longer allow a well of this type at ibis location. Note: It is taking staff longer than expected to detem~ine the design specifications. It appears at this time that once design begins it might not be camplet$ by the end of the year, therefore extending the time frame was needed.. The 2008-2009 budget ri3visian is due to inereas®d costs of copper and other special purpose components used far water wells. in addition, the scope pf the project was revised to include additional repairs necessary to get the well operating property. Prajac# Schedule S~eglrining Dst~ Ertding Date Budget History Professional cervices (?rCgnal Budget. $ 100,x00 EngineeringlQeaign a2120a7 12t2aa7 Revision 2aai3-a9 1oa,aa0 LandlR4W Acquisition construction osrzaas iz<2aas Other .._ ................._.............._ 1 Total Pm}ect t}213t1p7 1~f2ttti8 -Total Pro act Gar:t S 3t}8,t100 34{}8--0$ 2tit?$-18 2'01't to Total rrf Saurcera of Funds Tn Date Adapted ~a#mated Cgmpt$tiarr Amaurtt .. ~ ~ $ a General Obligation Bonds .... a Cerkificates a# Obiigatian t"ederaVState Grants a Reserves t7a,a0a ~a,aoa 2Ua,#~0~ Sales Tax a ~ Other 0 total Funding ~- t10,QtW ; S0,©00 i fl ~ 0 S 204,404 Tatai p'r~sct Casts ~ a Prahassianal Services S ~' ia,aaa EnglneeringlDesign ~a,apa i_and/ROW Acquisition a Canstructian 10a,aa0 sa,aaa 190,aaa a Uther Tour ~o:ts ~ ~ial,iaoa ~ sta,Q4o ~ 4 ~ p ~ zao,4aa impact on Cipaeating Sudgat Na anticipated operating impact. Estimated Annu~rl 2008-(39 2ty89~10' 2010.11 2411-11 281.3.13 ~- esr o College Hill Water Well Imporvements Project Locator Map CITY OF NORTH RICHLAND HILLS Department: Finance Presented by: VLoftice/LKoonce Council Meeting Date: 5-11-2009 Agenda No. B.3 Subject: PU 2009-020 Award Bid 09-020 for Tennis Court Resurfacing to American Tennis Courts in the amount of $64,989 Included in the currently approved Parks and Recreation Facilities Development CIP Budget, (PK0906 -Park Infrastructure Maintenance 2009) is funding for resurfacing of the tennis courts at Richland Tennis Center. The original courts were surfaced in 1997, resurfaced in 2002, and are scheduled, as a part of regular infrastructure maintenance, to be resurfaced this year in order to maintain a competitive level of play. In accordance with the Joint Use Agreement with BISD, the City is responsible for the resurfacing of twelve (12) courts, and BISD is responsible for four (4) courts. Upon completion of the project, BISD will reimburse the City for their portion of the work, which will be in the amount of $16,250.00. Notice of the City's intent to bid was advertised in the local newspaper as required by State Statute and posted on the City's website. The specifications call for sixteen (16) tennis courts to be resurfaced using the Plexipave Color Finish System, which is an all- weather, durable, quick drying color surface material that provides superior resistance to deterioration from exposure to sun and weather. Forty eight (48) vendors were contacted and requested to participate in this bid process. Bid specifications were viewed from the City's website by thirteen (13) vendors. Four (4) bids were received with results listed below: American JDC Serve Sports American Vendor/Firm Sports & Concrete Construction Court Tennis Court Contractors Katy, TX Wylie, TX Itasca TX Fort Worth, TX Item # Description 1 Total Base Bid $67,725.00 $97,700.00 $81,350.00 $64,989.00 American Tennis Courts submitted the lowest most qualified bid in the amount of $64,989.00. This company is familiar with the Richland Tennis Center, as they were responsible for successfully surfacing the courts in 1997 when the facility was originally built. Accordingly, staff recommends award of the tennis court resurfacing bid to American Tennis Courts. Recommendation: To award bid 09-020 for Tennis Court Resurfacing to American Tennis Courts in the amount of $64,989. Parks ~ Reat~eaatton Capttaj Projects , t~,apartmant Project ntts l~ra~ect Number Parks & Recreation Park tnfrastruature Maintenance (~t}4gj PK090ti Project DescrtpRMon This proje~ provides infrastructure maintenance in response to use and age. The parks and Reareat€on Department developed an .Asset Management Plan for park amenities {trails,: trees, playgrounds, fences, roofs, HVACs, etc.}, The pion addresses long term funding needs for replacement and renovation, demonstrat€ng respans€ble stewarclship of property assets by the City on behalf of its citizens. Resurfacing of the tennis courts at Richland Tennis Center is also scheduled FY2008/09 irrrprovements. t~najeet .lastiflcatian The "tlbar" fail zone material in ail playground areas requires regular maintenance practices wh€ch periodically necessitates removal and replacement of the malarial to arrears a safe and enjoyable experience.. Playgrounds requiring replacement of Fall Zone are identified and scheduled in the Asset Management Plan ($15,{}00). This project also €ncludes funding far replacement of worn or vandalized playground equipment such as swings, baits, chains, and slides at vanaus playgrounds {$$,100} as well as replacement of egad fencing material 1$24,500), part furniture and fixtures such as drinking fountains, benches, grills, panel fountains, and lighting fixtures a# various parks in accordance with the Asset Management Plan {$3,300}. At Cross Timbers Park, tare metal stair structures accessing the upper deck at the restroam and concession buildings expenencad vandal€sm, rust and decay, and are in need of replacement ($8,000}. Sim€larly, exterior doors an the restraam and rxync~ssion buildings at Green. Valley, Fichfeld, end Walker's Creek Park v~ill be replaced {g15,000}. This project wilt also provide for the replacement of HVAC systems in the restroom and concession buildings at Richfield and Fossil Creak Parks {$11,500), The resurfacing of the 16 tennis courts at Richland Tennis Center is also included {$65,000), Note: The Source of Funds €dent€fied as "Other" represents BiSD Tennis Court cantributlans. Project Schedule Seglnning Cate Ending Date Professional Services EngineeringlDesign LandiROW ACquisititin Construction 10/200t3 09/2009 other Total t~rraject 10!2008 09/2#?t)9 Budget History Proposed oil Project Cost 5 S 150,300 = =! ~', 15ft,3tk4 $btirces of Funds:.. 7v Dam ~os-oe Adapted Too~~~a ~o~~tu Estimated Carttpistion ~ ~ror~tuf' Amount General Obligation Bands $ ~0 Certificates of Obligation 0 FederallState Grants ~ 0 Reserves 0 SAILS TeX 134.050 134,050 i~ther ~~ 16,250 : 16,250 _~ Total Funding ~ 0 ~ 1t50,{00 :>) 0 S 0 ; 'i6fl,3fi0 Total Pra~ect Caste Professianai Services ~' 0 Engineering/Qesign 0 Land/ROW Acquisition ~ _ 0 Construction 150,300 ~ 150,300 Other 0 Total Oasts ~ it S 16t1,3tiA ~~ 0 ~ _tt ; 1i50,J00 impact art l~perating budget Na additianai anticipated operating impact for the replacement ar repair of existing park amenities, except far potentially reducing maintenance costs associaed with the replacement of the aged HVAC systems. Es#imatad Annual 3008-09 .2009-10 2f11D-11 2011 fit' 2012-13 6-Y~arTot~i Oneratinct itxrDitCt $ (400} $ (416) $ (432)_ $ {450) $ {487) $ {Z~18S) CITY OF NORTH R/CHLAND HILLS Department: City Secretary Presented by: Council Meeting Date: 5-11-2009 Agenda No. C.0 Subject: PUBLIC HEARINGS CITY OF NORTH RICHLAND HILLS Department: Planning and Development Council Meeting Date: 5-11-2009 Presented by: John Pitstick Agenda No. C.1 Subject: SUP 2009-02 Public Hearing and Consideration of a request from Chesapeake Operating, Inc. for a Special Use Permit for a Gas Drilling and Production Site on Tract Al of the Northeast Campus Addition of Tarrant County College located at 828 W. Harwood Road -Ordinance No. 3051 APPLICANT: Chesapeake Energy with permission from the property owner, Tarrant County College District. CASE SUMMARY: Chesapeake Energy has made application for a Special Use Permit (SUP) fora 3.2 acre gas drilling and production pad site on Tarrant County College (TCC) Northeast Campus property. Chesapeake has received permission from the Tarrant County College District to construct this pad site and to drill up to 12 gas wells from this site. The site within TCC property is generally located near the intersection of Boulevard 26 and Harwood Road. Chesapeake has previously received similar approval from the City of Hurst for a drilling site on the TCC NE campus. The SUP process provides for a land use to occur within a zoning district that would not otherwise have been allowed by right. Such uses may warrant the consideration of special conditions to reduce adverse effects on adjacent or surrounding properties. For this particular request, the City can require additional stipulations beyond the regulations in Chapter 104: "Gas Well Drilling and Production" of the City Code to enhance visibility and aesthetics. City staff has requested additional enhancements and Chesapeake is proposing to provide some of these enhancements before they are typically required to be installed. In addition Chesapeake is proposing to install more than the minimum amount of landscaping at this location. This agenda item is to consider the SUP request only; the actual process of permitting the individual gas wells at this site is a separate process that will require separate permits approved by staff. The permitting process for the individual gas wells requires the gas operator to demonstrate compliance with the technical details, safety issues and other regulations as indicated in Chapter 104. EXISTING ZONING: The property is currently zoned U (Church and Institutional District) which is typically appropriate for churches, schools and public facilities. REVIEW OF GAS WELL REGULATIONS: Currently the City of North Richland Hills has three operating gas well sites (Graham, Morrow/Stevens and BISD). The permitting at each of these existing sites did not require a SUP. A Special Use Permit for a gas well is only required when the proposed gas well site is located in a zoning district other than Agricultural, Residential or Hometown Edge zoning districts. The three existing sites are located in one of the approved zoning districts that do not require a SUP. The primary reason behind requiring a SUP for a gas well site in a zoning district other than Agricultural, Residential or Hometown Edge zoning districts is to protect property in the "other" districts from being burdened with long term gas well sites that could diminish the ability to fully develop the property. For this reason the first concern in considering approval of a potential gas well pad site should be to ensure that the gas well does not hamper or burden the land use and building potential of the property. The Special lJse Permit process can not relax or waive any regulations and as such, approval of this SUP does not grant any variances to the requirements mandated by Chapter 104. While the Site Plan indicates two buildings within the Villas on the Green apartment complex (on the north side of Boulevard 26) being within 600 feet of gas wells shown on the Site Plan, Chapter 104 requires a gas well to be set back 600 feet from any habitable buildings. As such, Chesapeake will need to make a separate variance application and receive approval from the Gas Board of Appeals prior to the drilling of any wells that are within 600 feet from these two buildings. Approval of this SUP will not grant a variance to the 600 feet setback requirement. Additionally, it should be noted that the Gas Board's guidelines require notification of all property owners within 600 feet of the actual pad site, while the SUP only involves notification of property owners within 200 feet of the pad site. In order for Chesapeake to drill any of the gas wells on Tarrant County College property they will need to obtain a Special Use Permit approval (this agenda item), variance approval from the Gas Board of Appeals and permit approval from staff. Consideration of Chesapeake's SUP request is the first step in this overall process. If the SUP is approved then Chesapeake can seek the other approvals. REVIEW OF GAS DRILLING OPERATIONS: Typical gas well drilling and production involves several operations with the main actions being drilling, fracturing, pipeline connections and production. Multiple wells can also be drilled from a single pad site. Individual wells can be drilled within 10 feet of each other and can access areas 360 degrees from the well site much like spokes on a wheel. Drilling operations include the initial vertical penetrations of approximately 5,000 feet to the Barnett Shale and horizontal drilling up to 6,000 feet which allows for the reaching of subsurface properties more than a mile from the drill hole. Drilling typically lasts 30 days and involves 24 hour operations which include the erection of major drilling towers, installation of sound reducing devices, drilling and other activities. Fracturing operations involve pumping massive amounts of pressurized water and sand into the drill hole that stimulate fractures deep in the shale and allow the gas to escape. These operations typically last a few days and may involve flaring to make the gas ready for production. Gas pipelines are required to be constructed in order to get the gas transported to market; they must be built directly to the gas well site and connected and distributed to major markets. Production is the final process whereby the gas exits the well, enters the pipeline and is transported to an endpoint. Properly screened and buffered sites should cause little notice of production activities. Production does however require weekly maintenance and trucking operations to remove water waste from onsite storage tanks. REVIEW OF TARRANT COUNTY COLLEGE NE CAMPUS SUP SITE PLAN: The specific SUP for a gas well pad site at Tarrant County College includes an aerial master plan for the college which indicates that the proposed well site will not interfere with any future building plans. For this case, this is a major point of the SUP, since we do not want to allow any pad sites that would prohibit future development. A representative from TCC will be available at the meeting to respond to questions about this request. Chapter 104 also requires a 150 feet "no build zone" around the outside of the gas well pad. This is indicated on the aerial drawing attached. A resolution from TCC has been provided stipulating that no future buildings will be allowed to be constructed in this buffer zone. (See attached "no build" zone resolution approved by the Tarrant County College District on April 16, 2009.) Drilling Site Plan - As indicated on the site plan the pad site and all operations are surrounded by a 6 feet cyclone fence with wooden slats for security and screening. The site's access road off of Harwood Road is shown to be concrete and the entire interior of the pad site is made of flex base. An interior fire lane is also provided. This is a requirement of Chapter 104. The construction of the concrete access road shown on the Site Plan is an improvement that is typically done at the end of the gas drilling process but in this situation is being constructed in the beginning Chapter 104 requires the final screening and landscaping to be installed within 90 days of completion of the drilling of any well. In this case the completion of final drilling could be several months or longer depending on the market demand and the need to drill and the need to construct gas pipelines for connections to this site. For these reasons Chesapeake has agreed to construct a permanent 8 feet masonry wall along the Boulevard 26 frontage and wrap the masonry wall around the pad corners for a minimum distance of 100 feet on both sides. In addition landscaping will be installed prior to the start of drilling for any well. This also is an improvement that is being constructed prior to its normal phasing. In addition to this initial installation, Chesapeake will increase the amount of landscaping required by Chapter 104 at the screening wall corners and throughout the area immediately outside of the pad site. Fracturing Operations - A note on the site plan indicates that all fracing operations shall be performed on the drill site completely contained within the pad site. No frac tank will be installed. Current technology allows the assembly of a multitude of large water trucks on site that can be connected in a series to provide fracturing operations rather than a large holding pond nearby with several million gallons of water that would need to be pumped into the well during these operations. Approval of this SUP does not allow for any frac ponds and any changes to the current SUP request would require revising the SUP. Production Site -The production site includes the 3.2 acre site to be surrounded by an 8 feet "hawk" style wall. This is a similar wall to the wall that has been built adjacent to Liberty Park. Chesapeake has agreed to this style of wall and it is staffs opinion that this is the most aesthetically pleasing wall structure for this site. The final production site could last for several decades and should be properly screened and landscaped for long term visibility. Chapter 104 requires that a masonry wall, landscaping and whenever needed earthen berms to be used to fully screen the wells and all related equipment. Three "line of site" drawings are included in the site plan that indicate an 8 feet masonry wall will effectively screen all internal tanks and equipment from locations along Harwood Road and at key locations along Boulevard 26 (because of elevation differences along Boulevard 26 the site will not be screened from all views along Boulevard 26). A variety of landscaping around the wall is provided with scrubs and deciduous and evergreen trees. Additional landscaping is also provided at the Harwood Road access location and on the corners of the wall along Boulevard 26. Flex base pad site -One issue that staff has grappled with includes the fact that the entire 3.2 acre interior gas pad is paved with flex base material through the life of this site. Staff has asked Chesapeake to consider reducing the pad site or consider other more permanent and attractive road base materials. Chesapeake has responded that in order to produce and drill all of the mineral interest in the area including a total of 12 gas wells, and to provide adequate truck turn around space and well maintenance space; Chesapeake needs all the room shown in the SUP. They have also stated that in the Gas Drilling Ordinance all drill sites shall be maintained to prevent dust. Chesapeake also stated that they utilize Magnesium Chloride to bond the flex base material so that dust does not arise. Staff has called other cities and found that the flex base material is a typical road base material for the interior of well sites. Our primary concern is that the flex base material is free from dust and properly screened from the viewing public. A note has been placed on the site plan that dust control and dust prevention shall be provided for the entire drill site and at a minimum applied twice a year or as determined by the Gas Inspector. PLANNING & ZONING COMMISSION RECOMMENDATION: Approval by a 6-0 vote with a stipulation that a note on the site plan to clarify that dust prevention and control must be applied twice a year or as required by the Gas Inspector. STAFF RECOMMENDATION: This is a very visible site to the thousands of people traveling daily along both Harwood Road and Boulevard 26. This site is close to NRH20 and Home Town and will also be very visible from students, faculty and visitors to Tarrant County College. Staff has worked closely with Chesapeake Energy representatives to enhance this site and try to make it a compatible use within the community. Chesapeake Energy has provided additional improvements to the gas well site including: 1) A permanent concrete access road from Harwood Road to the pad site being constructed prior to beginning any drilling operations. 2) All fracing operations to be completely contained within the drill site and no frac tank will be installed near the site. 3) Prior to commencement of drilling, a permanent masonry wall with landscaping shall be constructed along the entire frontage of Boulevard 26 and wrap the pad corners for 100 feet. 4) Additional landscaping to be provided along the Harwood Road access location and along Boulevard 26. Because of the additional enhancements provided by Chesapeake staff supports the recommendation of the Planning and Zoning Commission to approve a Special Use Permit for the 3 2 acre gas drilling site located on Tarrant County College property. Review Schedule: Application: 2/4/09 Final Hearing: 5/11/09 Staff Review: 3 weeks Applicant Revision Time: 3 weeks Scheduling Time: (REQUESTED CONTINUANCE AT P&Z) 7 weeks Total Review Time: 13 weeks LOCATION MAP Tarrant County College AERIAL PROPERTY OWNER NOTIFICATION NOTICE OF PUBLIC HEARING CITY OF NORTH RICHLAND HILLS CITY COUNCIL Case #: SUP 2009- 02 Applicant: Chesapeake Operating, Inc. Location: 828 W. Harwood Road You are receiving this notice because you are a property owner of record within 200 feet of the property shown on the attached map. Purpose of Public Hearing: A Public Hearing is being held to Consider a request from Chesapeake Operating, Inc. for a Special Use Permit for a Gas Drilling and Production Site on Tract Al of the Northeast Campus Addition located at 828 W. Harwood Road. Public Hearing Schedule: Public Hearing Date: CITY COUNCIL MONDAY, MAY 11, 2009 Meeting Time: 7:00 P.M. Meeting 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 LIST OF NOTIFIED PROPERTY OWNERS Tarrant County Junior College Tarrant County Junior College Western Rim Inver#ors 1997-2 115 W 7th Ste Ste 1400 5301 Campus Dr 601 Canyon Dr Ste 101 Fart Worth Tx 76102-0000 Forl Worth Tx 76119-5926 Coppell Tx 75x19-3862 2323 Inver#ments LLC PO Box 172047 Arlington Tx 76003-2047 Mesquite Creek Dev Inc Bgpc Equestrian LP PO Box 105035 28 Corporate Park Ste 200 Atlanta Ga 30348-5035 Irvine Ca 92606-3115 Bgpc Equestrian LP 42 Corporate Park Ste 200 Irvine Ca 92606-3104 ORDINANCE NO. 3051 SUP 2009-02 AN ORDINANCE OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, AMENDING THE COMPREHENSIVE PLAN AND THE COMPREHENSIVE ZONING ORDINANCE BY ALLOWING A SPECIAL USE PERMIT TO CHESAPEAKE OPERATING, INC. FORA GAS DRILLING AND PRODUCTION SITE ON TRACT Al OF THE NORTHEAST CAMPUS ADDITION LOCATED AT 828 W. HARWOOD ROAD; ESTABLISHING A PENALTY; PROVIDING FOR PUBLICATION AND PROVIDING AN EFFECTIVE DATE. 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 and the Comprehensive Zoning Ordinance and the zoning map of the City of North Richland Hills are hereby amended by changing the zoning of a parcel of property and approving a .special use permit to Chesapeake Operating, Inc. for a gas drilling and production site on Tract Al of the Northeast Campus Addition located at 828 W. Harwood Road. Section 2: Any person, firm or corporation violating any provision of the Comprehensive Zoning Ordinance and the zoning map of the City of North Richland Hills 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. Section 3: The City Secretary is hereby authorized and directed to cause the publication of the descriptive caption and penalty clause of this ordinance two times. Section 4: This ordinance shall be in full force and effect immediately after passage. AND IT IS SO ORDAINED. PASSED AND APPROVED on the 11th day of May, 2009. By: CITY OF NORTH RICHLAND HILLS Oscar Trevino, Mayor ATTEST: Patricia Hutson, City Secretary APPROVED AS TO FORM AND LEGALITY: George A. Staples, City Attorney APPROVED AS TO CONTENT: John Pitstick, Planning & Development Director LEGAL DESCRIPTION TCCD South Pad Site Being 3.231 acres of land located in the L.C. Walker Survey, Abstract No. 1652, Tarrant County, Texas, being a portion of Lot A, Block 1, Northeast Campus Addition, an addition to the City of North Richland Hills, Tarrant County, Texas, according to the plat recorded in Volume 388-43, Page 61, Plat Records, Tarrant County, Texas. Said 3.231 acres of land being more particularly described as follows: BEGINNING at a point at the west corner of Chesapeake Operating, Inc., TCCD South Pad, from which a Texas Department of Transportation monument found bears S54°26'35"W 172.68 feet; THENCE N44°54'55"E, a distance of 504.67 feet to a point, from which a Texas Department of Transportation monument found bears N44°30'45"E 2,103.98 feet, said point being the north corner of said TCCD South Pad; THENCE S45°05'44"E, a distance of 30.62 feet to a point; THENCE southerly, 63.17 feet along a non tangent curve to the left, having a radius of 724.10 feet, a central angle of 04°59'54" and a chord bearing S15°37'12"W, 63.15 feet to a point of compound curve to the left having a radius of 180.37 feet and a central angle of 10°02'43"; THENCE southerly along the arc, a distance of 31.62 feet to a point of compound curve to the left having a radius of 2,048.16 feet and a central angle of 02°59'08"; THENCE southerly along the arc, a distance of 106.73 feet to a point of compound curve to the left having a radius of 360.33 feet and a central angle of 07°07'47"; THENCE southerly along the arc, a distance of 44.84 feet to a point of compound curve to the left having a radius of 915.47 feet and a central angle of 03°36'01 "; THENCE southerly along the arc, a distance of 57.53 feet to a point of compound curve to the left having a radius of 2,845.22 feet and a central angle of 02°02'28"; THENCE southerly along the arc, a distance of 101.36 feet to a point of compound curve to the left having a radius of 956.64 feet and a central angle of 04°11'52"; THENCE southerly along the arc, a distance of 70.09 feet to a point of compound curve to the left having a radius of 2,399.05 feet and a central angle of 02°38'59"; THENCE southerly along the arc, a distance of 110.95 feet to a point of compound curve to the left having a radius of 136.29 feet and a central angle of 10°40'11"; THENCE southeasterly along the arc, a distance of 25.38 feet to a point for the southeast corner of said TCCD South Pad; THENCE N89°36'19"W, a distance of 208.44 feet to a point for the southwest corner of said TCCD South Pad, from which a Texas Department of Transportation monument found bears S71 °56'23"W 847.92 feet; THENCE N46°11'47"W, a distance of 155.88 feet to a point; THENCE N41 °18'13"W, a distance of 34.79 feet to a point; THENCE N41 °14'54"W, a distance of 84.61 feet to a point; THENCE N39°46'39"W, a distance of 60.14 feet to a point; THENCE N36°07'17"W, a distance of 18.13 feet to the point of beginning, containing 3.231 acres of land. The bearings recited hereon are oriented to NAD27 Texas North Central Zone. TCC DISTRICT LETTER NAMING CHESAPEAKE OPERATING, INC AS AGENT RESOLUTION FROM TCC DISTRICT BOARD OF TRUSTEES RESOLUTION WHEREAS, tHe Tarrant County College District Board of "Trustees at its meeting on August 5, 2008, approved the dcvelopinent of ahigh-impact drill site on the portion of the Northeast Campus within the boundaries of the City of North Etichland Hills,'1'exas, and WHEREAS, the City of North Richland T Tills, Texas, has enacted an ordinance requiring that no huilding be constructed within 150 feet of a drill site, and WHEREAS, Section 104-6 of said ordinance provides that public institutions, instead of providing an easement restricting such building in the vicinity of a drill site, may enact a resolution co-nmitting not to construct any building within 150 feet of a drill site, NOW, THIRErORE, be it resolved by the'l'arrant County College District Board of Trustees that the "Tarrant County College District commits through the enactment of this resolution that it will construct no building within 1.50 feet of any outside wall or other screening around the final production gas well. site. Enacted this l6th Day of April, 2009. ..._ , ..eC,.~,./ /tt,~..~.`..., Louise Applema President, F3oard of "Trustees Attest: Robyn Medina Winnctt Secretary Site Plan TCCD GAS WELL PAD SITE Site Plan with Pad Site Magnified Construction Site Plan Chesapeake Operating Company TCCD Gas Well Pad Site Construction Site Plan - Drilling Phase Sie Plan - Production Phase TCCD Gas Well Pad Site Landscape Plan - Production Phase TCCD Gas Well Pad Site -Line of Sight Plan TCCD Gas Well Pad Site EXCERPT FROM THE MINUTES OF THE APRIL 16, 2009 PLANNING AND ZONING COMMISSION MEETING SUP 2009-02 Public Hearing and Consideration of a request from Chesapeake Operating, Inc. for a Special Use Permit for a Gas Drilling and Production Site on Tract Al of the Northeast Campus Addition located at 828 W. Harwood Road. (Continued from March 19, 2009) Chairman Shiflet opened the Public Hearing at 7:07 p.m. Norman Herrera, Public Affairs Coordinator with Chesapeake Energy, 100 Energy Way, Fort Worth, TX 76102, came forward with a request for a Special Use Permit named TCCD South. He gave a power point presentation about Chesapeake Energy in the Barnett Shale with drilling history in Tarrant and surrounding counties. Mr. Herrera displayed a pad site on the north side of the campus at TCCD North 1 H, showing 16 feet sound walls, and said there are active conversations with the college to reduce the footprint. He stated that in order to effectively produce 12 wells, they would need 3.2 acres to have the elbow room to mobilize the equipment and have effective rig construction. The ability to reduce the pad once you have constructed the Hawk wall style fencing would be difficult to change, so the footprint needs to be in place before drilling. It is Chesapeake's intent to construct the wall along Boulevard 26 first, and then complete the rest of the perimeter once there is a conclusion of the drilling operation. The ordinance does have a requirement stating that 90 days after the first well is complete the screening wall must be constructed. The masonry screening wall shall be tall enough to screen the equipment from the right of way. He showed examples of screening walls and landscaping that will be used for this site. In addition, Mr. Herrera stated that the well site will be reclaimed and landscaped, production water removed, with equipment maintenance and production monitored by the energy company. In summary, he recapped the five step process which includes the pad site preparation, the drilling of the well, hydraulic fracturing state and flaring, the marketing of the gas or pipeline installation and the reclamation of the site. Mr. Herrera stated that TCC is presently meeting to pass a 150 ft. no-build easement as this meeting is taking place and has Staff support of this bill. Mike Benton stated his concerns with the noise that the wells would produce to surrounding neighbors. Mr. Herrera said the well would have a 16 foot sound wall and will be monitored by a sound engineer. If is out of compliance with our ordinance, then another layer of sound protection would be added. Chairman Shiftlet asked if the wall on the north end was 16 feet? Mr. Herrera said yes it was 16 feet, two 8 feet sections stacked on top of each other. He stated that the college is reviewing the fencing regulations between North Richland Hills and Hurst, as they differ and their desire is to have a uniform campus. Mr. Benton asked if there have been any complaints due to noise with Hurst residents. He stated that he is aware of complaints with the well at the Birdville Well site. Mr. Herrera stated that they work closely with the operations teams and at Hurst they have his cell phone number and no complaints have been reported. The fracing operations would be the only time when possible noise complaints would occur and those hours are 7:00 a.m. to 7:00 p.m. Mr. Benton asked how much time is Chesapeake anticipating for these wells. Mr. Herrera said that the drilling operations typically last 20-25 days for an average lateral length for a well. Mr. Benton said that his concern is to make sure our residents have their complaints addressed in a timely manner. He asked if our city had anyone that monitored the sounds. John Pitstick said yes, we have an onsite gas inspector which is unique in our city. He introduced Kirk Marcum, Assistant Chief of the Fire Marshalls Office. There have been a few complaints, but we have been there on the spot with sound meters to monitor the noise levels. Kirk Marcum said that when noise complaints are reported, then they go out to the site, take readings and report to the Chesapeake representative. Normally within an hour the sound readings are back into compliance. So far there have been good working relationships with all the drilling operators. Steven Cooper asked about a masonry fence on the site and if the reason a chain link fence would be installed temporarily is because the foot print might change? He asked if the estimated 18-20 days would be for each well? Mr. Herrera answered they are currently working to finalize the foot print to get as current to the completed project as possible. He said yes, the average days would be per well. Some rigs and geological formations do lend themselves to drill faster. He said the more experience they get, hopefully they can come in and out of the sites quicker. Chairman Shiflet stated that it appears we have residents closer to the well sites than Hurst actually does. Don Bowen asked for clarification on the permanent fencing after 90 days Mr. Pitstick answered that what is being presented tonight is a foot print for 3.2 acres. Chesapeake has shown a drilling and production pad site for 3.2 acres. We would certainly encourage them to reduce the site, but if they do, then the SUP will have to be revised. With this submittal they would build the masonry wall on Boulevard 26 and wrap the corners. Our current ordinance requires that the masonry wall around the entire site be built 90 days after the drilling of any of the wells at the location: They could come to the Gas Board of Appeals for any revisions they requested. There was a general discussion about the noise, fencing and foot prints of the pad sites. Mr. Schopper stated his support of the drilling and was appreciative of the extra efforts Chesapeake is doing above and beyond what we require. Mark Haynes asked about the elongated area on the north of the foot print and what would it be used for ? He suggested that if it were more rectangular it might require less masonry wall. Mr. Herrera stated that part of this area consists of the 3.2 acres needed for production and adequate access for the equipment storage. There was a general discussion regarding the final landscaping at the Graham Ranch well and the unusual circumstances that caused the delay in finalizing its landscaping and masonry wall. Chairman Randy Shiflet asked about the concrete driveway access off of Harwood and where is it in relation to the water tank? Mr. Herrera answered there is an easement road to the west of the water tower that would be used. Jonathan Faughtenberry, Project Engineer for Chesapeake Energy explained the access road would have entrance by the fire hydrant and trees would be removed to construct the access road. Mr. Schopper asked if this site was in the flood plain and how much would it come up? Mr. Faughtenberry said yes, a portion of it is and it will be kept at grade. But at the permitting process there would have to be a hydraulic study to eliminate rise or flooding issues. He stated the entire road would be a 24 foot concrete section from Harwood to the entrance point up to the site and the drill site would only have the flex base. Mr. Pitstick gave the Staff report stating this is the 4t" well site in the City of North Richland Hills. The other well sites are located on residential or agricultural property. A Special Use Permit is required on properties zoned non-residential to avoid interference with the future development of the site. Tarrant County College presented a Master Development Plan that shows where all the future parking and buildings would go. There are many regulations in Chapter 104 of the ordinance enforced by the Fire Department. We are pro-drilling with very high standards which is why we have a Gas Board of Appeals and an in-house Gas Inspector. There would be many regulations and guidelines that the drilling company would have to adhere to before the drilling begins. David Hoelke, Director of System Infrastructure of Tarrant County College, 828 Harwood Road, Hurst came forward with approval of the drilling site. He said the Board of Trustees has voted to let all the money raised from the drilling go 100% towards scholarships. He just received word from the Board that the no-build easement was approved as presented. Chairman Shiflet verified with John Pitstick that the surrounding apartments and neighbors would receive proper notification before this would go forward? Mr. Pitstick said yes, during the Gas Board of Appeals everyone within 600 feet would be notified. Charles Smith, Vice President and Assistant Controller for Western Rim Investors, 601 Canyon Drive, Ste 101, Coppell, TX came forward in support of the drilling. They are owners of Villas on the Green, Estates of North Richland Hills, and Villas on Bear Creek. He said they are a part of the North Richland Hills business community and offer about 755 quality apartment homes for family and senior adult living, contributing almost $53 million in taxable value during 2008 to the county, city and school district. He feels the success of Chesapeake is a vital part of our economy and will benefit citizens along with the children of the BISD school district. Mr. Haynes asked when the construction and drilling might begin. Mr. Herrera stated that different lease obligations would effect when construction would begin. Businesses, apartments and citizens would benefit from the mineral rights that would be acquired during this process. Once the permit is in hand it will give them the opportunity to be more date specific. Mr. Bowen asked if it were possible to put more than one drilling rig on a site at one time. Mr. Herrera said no, there are many safety and production requirements that would not allow more than one at a time. Mr. Pitstick clarified that once the permit has been issued, they have 180 days to start drilling. They can request a 90 day extension from the gas inspector. If they did not begin construction within that time frame, they would have to reapply for the permit. Under the SUP, they would have to build the masonry wall and landscaping before they begin drilling. In addition, there is no pipeline located at the site, so it could be a while before drilling begins at this site. There are stipulations once they get the permit including how long they have to drill and how to move forward with it. Chairman Shiflet closed the Public Hearing at 8:08 p.m. and entertained a motion. There was an amendment to be added regarding dust control on the site to "twice a year or as determined by the gas inspector." APPROVED Bill Schopper seconded by Don Bowen motioned to approve SUP 2009-02. The motion was carried unanimously (6-0). CITY OF NORTH R/CHLAND HILLS Department: City Secretary Presented by: Council Meeting Date: 5-11-2009 Agenda No. D.0 Subject: PLANNING AND DEVELOPMENT Items to follow do not require a public hearing. No items for this category. CITY OF NORTH RICHLAND HILLS Department: City Secretary Presented by: Council Meeting Date: 5-11-2009 Agenda No. E.0 Subject: PUBLIC WORKS CITY OF NORTH RICHLAND HILLS Department: Public Works Council Meeting Date: 5-11-2009 Presented by: Gregory Van Nieuwenhuize Agenda No. E.1 Subject: PW 2009-012 Approve a Budget Revision and an Amendment to the Existing Interlocal Agreement for Design Services for the North Tarrant Parkway Street Improvements Project The current North Tarrant Parkway Street Improvements Project (the "Project") is a continuation of the first phase of the reconstruction of North Tarrant Parkway which was from Precinct Line Road west to west of Davis Boulevard. The current Project (ST0201) extends this reconstruction from west of Davis Boulevard (endpoint of the first phase) west to Whitley Road in Keller. Traffic volumes and congestion have increased in the northern part of the City over recent years. The increase in traffic is due to the development that had occurred at a rapid pace in the Cities of Watauga, Keller, North Richland Hills and Colleyville. Widening North Tarrant Parkway will reduce traffic congestion and will provide additional capacity that is needed now and for the continued growth expected in Northeast Tarrant County. The Project provides for the widening and reconstruction of 20,000 linear feet of roadway from atwo-lane section to a six-lane concrete section. Also included in the Project's design is the installation of pavers, berms, trees, shrubs, irrigation and street lighting. The section of the Project located in the City of North Richland Hills ("NRH") will be constructed to NRH standards and the section in the City of Keller ("Keller") will meet Keller standards. Budget Revision The Project was approved in the 2008-2009 Capital Projects Budget as a $27,357,500 project. This amount was to be cost-shared as follows: Federal Funds $ 7,292,800 Tarrant County 7,495,000 NRH 7,317,730 Keller 5,251,970 Total $ 27,357,500 During the course of the Project's design, NRH and Keller staffs were becoming increasingly concerned about the escalating construction costs, much of which appeared to be attributed to the Project having to comply with federal regulations (TxDOT's standards). Although the Project is an "off-system" project, because the Project was receiving federal funds, the design was required to meet TxDOT's standards. Staff estimated that the construction costs for the Project could be reduced by approximately $3,500,000 if the Project could be constructed in accordance with local standards instead of TxDOT's standards. However, in order to construct the Project in this manner, a funding source would need to be identified to replace the budgeted Federal Funds. In order to expedite the Project, Tarrant County has offered to increase their funding obligations from $7,495,000 to $14,095,000 - an increase of $6,600,000. This additional funding ($6,600,000) while less than the amount that was obligated by federal funds ($7,292,800) will allow the Project to move forward due to the anticipated savings in construction costs. Upon obtaining Tarrant County's commitment of additional funding, staff began the "defederalization" process. In January of this year, the Project was formally "defederalized". Accordingly, it is appropriate to revise the 2008-2009 Capital Projects Budget to reflect this defederalization. The current budget revision accommodates the following Project changes: • Reduced construction costs due to termination of TxDOT involvement • Removal of federal grant funding for design services and construction • Increase in Tarrant County grant money to replace federal grant money previously secured for construction The overall impact of these changes is a decrease in the Project's total cost of $3,116,950, bringing the Project total to $24,240,550. This total cost includes $14,095,000 in Tarrant County Grant money and $4,185,550 in participation from Keller. Amendment to Existing Interlocal Agreement In 2005, the City Council approved an Interlocal Agreement with Keller relating to engineering design services for the Project. This initial Interlocal Agreement contemplated engineering design services only because funding for these services had been identified. Funding for the Project's construction costs were not known; however, funding for these construction costs was being pursued. At that time the federal funding (administered through TxDOT) was being projected to pay half of the Project's design costs. The remaining half of the design costs were to be split between NRH and Keller on the basis of the estimated construction costs attributable to each City's jurisdiction of North Tarrant Parkway. These estimated construction costs were projected to be 56% attributable to NRH and 44% attributable to Keller. In defederalizing the Project, NRH as the lead governmental entity is responsible for repaying the federal funds obtained to date. As such, TxDOT is presently requesting that the City repay $345,403.08 which is the amount of federal funds obtained to date. While the original Interlocal Agreement established that design costs not covered by federal funds (50%) would be divided between the Cities, the Interlocal Agreement did not address the situation of repayment of federal funds in an event such as defederalizing the Project. In addressing this current situation, both NRH and Keller staff believe the repayment of the federal funds should be on the same 56/44 split as indicated in the original Interlocal Agreement. The Amendment to the original Interlocal Agreement was drafted through mutual effort by both Cities' staffs and legal counsels. The Amendment establishes the reimbursement amounts due to TxDOT per defederalization, but leaves the remaining provisions of the original Interlocal Agreement intact to cover the remainder of the engineering design phase of the Project. As of January of this year, TxDOT had administered $345,403.08 in federal funds which is the amount that now needs to be repaid by NRH and Keller. Of this amount and per the proposed Amendment, NRH is obligated to repay $193,425.72 (which includes $25,000 in Escrow Funds currently being held by TxDOT) and Keller is obligated to repay $151,977.36. This Amendment was approved by Keller at their April 21, 2009 City Council Meeting. Recommendation: Approve the Budget Revision and the Amendment to the existing Interlocal Agreement for design services for the North Tarrant Parkway Street Improvements Project (ST0201) and authorize the City Manager to execute the Amendment. North Tarrant Pkwy Street Imp. (Davis Blvd to Whitley Rd) Project Locator Map Street & Sidewalk Capital Projects North Tarrant Parkway Street lmporvemenrs ST0201 PROJECT DESCRIPTION ~ JUSTIFICATION This project provides for the vrider~ing and reconstruction of 20,fl00 feet of roade~ray. The design estimate is based on 1 i:} inches of reinforced concrete being laid aver 4 inches of asphalt and 12 inches of lime stabilization sub grade. This cress section meets the requirements of TXD©T. Also incl~rded in this project design is irrigation, pavers, berms, trees, shrubs and street lighting. The section located in NRH will be constructed to NRH standards and the Keller section ~~~~iil meet the City of Keller standards. An interlocal agreement has been approved with the City of Keller to include the additional section located in the City of Keller. Traffic volumes and congestion heave increased in the northern part of the City +~ver tt~e past few years. The increase in traffic is due to the development that is occurring at a rapid pac¢ in the Cities of t'Vatauga, North Richland Hills, Keller and Colleyvilie. y"Jiderring North Tarrant Parkway Lvill reduce the traffic congestion and 4vill provide additional capacity #or thrs continued growth expected in Northeast Tarrant County. PROJECT STATUS C3rrginal 2008;2009 t3riginal 20013;'2009 Start Cate Revision End Date Revision Professional Services 9.2002 8°2005 Engineering 1 1'2005 1CI,~2C}08 10.--200t- Land!RC~V'~JAcquisition L"y2Q0$ 5!24G9 11~2UOQ 'I1i2fl0:~ Construction 01.`2009 01x2010 01;2011 01.20'12 REVISION EXPLANATION The change in funding and schedule for this fiscal year is due to the project being "defederalized" in January 2009. The design rind construction are na longer subject to TXDOT involvement; vehich results in projected construction cost savings as tl~e roadvray wiif bE built to City standards and not TXD4?T standards Tire "defederalization" was accomplished through the use u# Tan~ar~t County funds in lieu of the 57,292,8000 NCTCL~G grant.l'Jhile the federal grant for design service {5725,Ofl0 of the S7,292,800) is nu longer available, the overall savings due to the defederalization compensate for this reduction through the projected construction cost savings, la4vering the project cost far both North Richland Hills and the City of Keller. FINANCIAL DATA - --- 2Q©8r'20G9 2JOs~rZUU'~ a o>:ar Funding Source An~aunt to 2008!2009 F'rapased Revised Remaining Pr©ject Date _ Adopted _ Revision '' _ Budget _ BalarlCe _ COSt Prior Funding Allocations: General Obligation Fonds 53:2f30,000 53,617,730 !W 1,3,7,70C-j 52,260.fl00 S0 55,460.OG0 Certificates of CJhligrttion 5500,000 0 SG 0 0 500,000 Fedaral!State grants 5725,OG0 51G,OOO,OGO {$10 728',ft00) {725,000] 14,G95,OOG 14,095,OG0 City ref Keller 5362,500 54,889,470 (54.5;3.,470) 335;Gf30 3:487:050 4,185;55E) Prapused Funding i411GCations: 0 0 (3- fl 0 fl ! Total $4,787,E~Q0 _ 518,507,200 _ {$16 ~33G 2t~7} _ 51,t?sl'I.fl{3G _ $17,582,G50 _ $24,24©,55G Project Expenditures EngineeringProfsssional Services 51,tt37,5G0 5400,flOG $f3 54t)fl;OfJ0 50 $1,587,500 Right-of-V~lay 4G,tDOG 10,Of~J ~ 10,000 0 50,GOG Construction 17,462,.`~GG i i ; .4~;2 afl{~) 0 22 1103,050 22,F03,05fl - ' - Total $'i 227,500 517;872,500 .~4~a2'~500) t ~410,flflG 22,603.05,0 _ 524,240,55€3 IMPACT ON OPERATING HUDGET Annual Operating Impact 2G081009 _ 2009,20'10 _ 20'101201'1 2011120'12 20'1212£313 Total Prajerted ~~ _ w0 $0 _ $0 50 _ $fl ~1i1 ~ ~ l.7 1 ii1~t TM~ STATE CJF T~X~~ CC}~l4~TY ~l~ TAIRNT KNC?11V Ail.. ~3Y TI~iE~~ l~~~~~NTS AI~~Ndif~~NT N TQ TF# lI~dTEi~Ltr?CAI. AG~E~III~lT ~TVnd~~~l TM~ ~IT~' p Ngf~T~ l~ICi~tL.f~ND NILL~ AfiCt THE QTY ~F KEl~L.~R This mend ent No, ~ tt3 the InterlQCal Agreerner3t iS entered into this ~~.:.1 ~ ~'J~if C3~ ,w ~,.....~..._, ~f1, by and between the North f~ichland F~lilis City Council and the Keller City Counc~i, Tarrant County, Texas, municipal corporations, relating tca the increase in engineering services. cost for the Ncarth Tarrant Parkway Rroject firorn V'Vhitey road to PM 198 (Davis. boulevard}# witneseth: WHEREAS, on l~larch 1,2iwlq, North i~ichland Hills and feller entered into an lnterlocal Agreement Resolution Nr~. ,22.81) fior encgineering services having to dc~ with 1~lorth Tarrant parkway from Whitley Road to 1=1~ 1 g8 Davis Soulevard); and WNl`f~~A5, both Cities wanted to save rr~oney and time on this project so they recently coordinated with North Central Texas Council pfi Governments and Tarrant County to "defederatize° this project;. and V~N~t~~AS, the Cities need to reimburse to the Texas Department of Transportation (T.~OGT) the federal funds spent to mate on the engineering services cost; and WH~R~AS the amount t~f fed'eraJ funds spent to date cars this project is $~~b,~10,~8~ and Wl~l~I~AS, the City Ccauncil ofi the City of Keller, Texas has deemed it necessary and in the best interest of the citizens of Keller and the raglan to mcsve fiarward with this project; NUW TNEREFQRI, WITNE~~ETI~I section 1 ~ TN,~,T, both Cities agree to reimburse TXOC3T for the federal funds spent to date on this project which amount to ~345,4t1~.t}8, Section 2; Tl°iAT, the City rzfi North l~chland Hiiis vuiil pay for ~°I~ ofi tl7e federal sham ofi the ragi:neerirtg services vvhioh is ~193,~425.72. The existing ~~~,Cl~(~.t~a North Richland Hills placed in escrow with T7~D~OT at the beginning ofi this prraject v+tlll count towards their share of the reirrtbursement. section 3: THAT, the City of Keiser wiii psy far ~~°l~ of tine fea~eral share ~f the er~~ineerirtg services: which is X151 }~77.~t"i. This amount wilt ~ ~aici to the City of North i~ichlar~d Hills as saon as ~ossibie after this Amendment ts~ the Interlacai Agreerner~t is proved irry bath City Couriciis. dill ether prt~visior~s of the arir~inal Ir~teriacal Agre~raent shall rerr~ain in Bali fare ar~d effect unless rnt~~iified by subsequent written amer~drnertt signed by bath Cities. This Amendment Na. 1 may be executed in rnuitiple caunterparks, attached to the original Interlacal Agreement, and shah GC311ectively constitute Amendment Nei. 1 to the Agreement, ATT~ aT: Shelia Stephans, City secretary CITE' ~3F KELi~~R, TEXAS:. ~Y: ~ ~ ~. Chan t~'i.,ea Printetf gar fiyg~ed N~rr~ ATTEST: Ct IVI na er l~rc~ted or Typed 7`t~e AI~PRt~V`EC7 AS T{~ I~c~I~M: L. Stantar~ ~.~ f ~ty.~kt~'r~ey ~~ ;~%".~ fF .f~ I . ~",• CIT'Y' ©F NC~F~Tl-1 RICH1~.11hIC7 HILIwS, TEXAS: ~~: Patricia Hutson, City 5ecr~etary Lame Cunnir~gharn Print csr "ry~seci f~~me Ci Mane er ~'rintecl Csr Typed Tine APPR~VEQ AS Tt~ F4~Rf~11: earc~e A. Staples, City Atttarney I"3Y: CITY OF NORTH RICHLAND HILLS Department: Public Works Council Meeting Date: 5-11-2009 Presented by: Gregory Van Nieuwenhuize Agenda No. E.2 Subject: PW 2009-013 Approve a New Interlocal Agreement for Construction for the North Tarrant Parkway Street Improvements Project The current North Tarrant Parkway Street Improvements Project (the "Project") is a continuation of the first phase of the reconstruction of North Tarrant Parkway which was from Precinct Line Road west to west of Davis Boulevard. The current Project (ST0201) extends this reconstruction from west of Davis Boulevard (endpoint of the first phase) west to Whitley Road in Keller. As stated in the previous agenda item, the initial Interlocal Agreement covered cost- sharing for enQineerinq design only. Presently, all funding sources needed in order to construct the Project have now been identified. Accordingly, it would be appropriate for NRH and Keller to approve an Interlocal Agreement for the cost-sharing of the Project's upcoming construction costs. The Interlocal Agreement provided herein outlines the Project's construction administration responsibilities (inspection, project management, change orders, etc.) and the manner in which these construction costs will be divided between NRH and Keller. Similar to the initial Interlocal Agreement for the sharing of design costs, each city will pay its matching funds for the section of roadway that is totally within their City Limits, except for the section between Keller's East City Limit line and the Smithfield intersection. This section of North Tarrant Parkway is totally within North Richland Hills; however, Keller has the entire frontage on the north side of the ROW. The proposed Interlocal Agreement calls for each city to pay 50% of the costs in this particular area. In addition, the Interlocal Agreement specifies that each city will provide construction inspection services for their respective section, with NRH inspecting the aforementioned joint section. This Interlocal Agreement was approved by Keller at their April 21, 2009 City Council Meeting. Recommendation: Approve the Interlocal Agreement for construction for the North Tarrant Parkway Street Improvements Project (ST0201) and authorize the City Manager to execute the Interlocal Agreement. North Tarrant Pkwy Street Imp. (Davis Blvd to Whitley Rd) Project Locator Map Interlocal Agreement This Agreement is rnade by and between the City of Keller, Texas ('"Keller"~ and the City of North Richland dills, Texas (`'NRN"~, acting herein y and thrr~ugh hair duly authc~ri~ed city managers., far the purpose of documenting the terms and conditions of an agreerr~ent whereby I~RN will administer a grant fr~arrt Tarrant Jaunty far a lacaily let project for which the aides will divide the local cast share of such grant fc~r the construction of 1~arth Tarrant Parkway between 1lVhitley Rand and a point approximately 1, Ogg feet west of 1=~1 1 X38, Davis Boulevard {"Project"~, 'WHERE~~, chapter 7g1, Teas ~avernment Gade authar~es lnterlacal ~greernents between governmental entities to perforr°n services either could undertake individually; and V91l~EREAS, l`~R~ and l4aller have previously agreed to the preparation of puns and specifications far the f~raject and desire to have the Project constructed; and VtiINEREA A grant in the amount of $14,gg,Clt~g is available from Tarrant Jaunty tar sash construatian, and Tarrant County prefers to have sash grant be adrnirristered by a single governmental entity; and 'V~I~iERE~S, hlRl~ and Keller desire to designate NRI-i as the single governmental entity to administer such grant; and, VVNEI~E~S, uafi grant will require a !seal match which hdRFi and Keller Dave agreed to share an a equitable basis utilising the same methodology to share construction casts as they did previously are sharing engineering casts„ NQW, TF~EREI=C)RE, 1lVITNE~~ETN far and in car~sideration of the mutual undertakings herein set Earth, the parties agree as follows: 1. NRH shill provide adr~ninistration of the grant from Tarrant bounty far the construction of the l~raject. 2. The local match required by Tarrant bounty shall be paid by the parties as foilows° i. The iocai match required for the cost of constructing North Tarrant Parkway between the V11est Right t~f Vtlay fine of ~mithfieid Road and the NRI-l~Keiler pity Limit line, where it crosses North Tarrant Parkway vtrest of Smithfield Road {a distance of approximately ~,0~ lineal feet), shall be divided equally; ii. The local match required fear the cost of constructing North T`arrar~t Parkway west of the NRN-Keifer pity Limit fine shall be paid by Keller; and iii, The local rr~,atch required fdr the cost of ceanstrt~ctir~g North Tarrant Parkway east sa# the 11~lest Right of '~Iay line of Smithfield load shall be paid by NRN. 3. The construction bid ife'rr~s and their associated quantities will be divided up between the twp cities as indicated in Section . each city will be responsible for the local match pertaining to their bid items as identified in Section The construction contract will be developed so that rrtonthly invoices will indicate the work completed by the Project contractor grad the portion oaf work completed in both cities (as indicated in Section }. Each city will be required to pay their portion of the local match for each invoice.. 4. t~i~H will advertise for kids for the project and award the bid. Prior to the award of any laid{s~ regarding any portion of the Project that involves Kehler expenditures, f'~fRf-f must first cab#ain KoNer's writton approval tc~ the apparent low bidders), which approval chaff not be unreascar~ably v~+ithheid, Since the constructican contracts will be between NRH ar7d the contractor awarded the project, fl~N will have the final decisions on alE contractor invoices. NRN shelf not approve any change orders in Sectioins {ij and ~fi) of tf~e Project without first otataining the written approval from Keller, which approval shell not be unreasonably withheld. ~. I`~Rf-I v~rilf av~rard the or~nstructiar~ contra#. !`~1R1~ will inrroice Keller for Kelley's share of tf~e fracaf mater when IVRM is invcaiced by the Project contractor. Keller shelf pay its share of the local match to NRM within 3~ days of receiving the monthly invoice from NRN. ~, tdRH will be responsible for inspecting the work constructed in the areas identified in aections ~i} and 2~ifi). Keller will fee responsible for inspecting the work constructed in the area identified in Section ~~~). 7. l=och city will be responsible for the local match to cover the cost of change orders in accordance with Section . -20#4- 8, The estir~nated canstrtac#ian cas# far the project is ~22,~OO,Ofl~. ~s the Tarrant Catartty Band grant is ~1~,~g5,00t~, the local rrtatch is calctalated to be ~~,f35,~L}C~, ~~ such, IaCeller's share wauid b~ ~,48~,05t~ and NI~H's share v~rauld be ~5,Q17,95~7. Lech city's exact share vvili be based an the actual care#ructia~i cos#s and ac#taal grant(s~ receirred far the l~r©jec# artd divided up ~ idenfified in Section ~. ~. each city will be responsible to I~aY far all rightWafW~ay cast{} associated with right-~af-way laca#ed ~,vithin their awn city necessary fbr the projec#. 1 ~, Keller will t`nake the final decsiart an the location and avid#h of iii ;~raacd fu#tare curb cu#~ slang the nor#h curb line of ~ar#h T~rr~n# Park~r~y irr thr~ area cfescrrbed rn sec#ian 2~r). such dec~s~ans shall be in accordance wi#h criteria established ire the Keller Unified I~evelaprn~nt Cade ar substantiated by ~ Traffic Ir~npact Analysis carr~pleted by a registered professional engineer licensed in #h~ Mate cif Texas. Keller will notify and ab#ain I~IRI°~'s comments prier #o rnal<ing such final decisions, 11. NRH will rake the final decision err the laca#ian and width crf ali prapased future rnedlan sots along #l~at par#ion of North Tarrant Parl~way in the area described in ~ectian {i}. such decisions shall be in accordance with criteria established in the NRH l~"ublic Works Design t~lanual ar stabs#ar~tiated by a Traffic Impact Analysis completed ley a registered professional engineer licensed in the Mate of Texas, NIN will. notify and obtain I{eller's car`nmert#s prier to making such final decisions. The terrrrs of this ~rritten agreement, together wi#h the grant documents and the Plans and specifications referred to herein encompass all the terms hereof and shall be binding in the absence of a subsequent undertaking ire writing signed by the party #a be charged therewith. AGREES this ~~day of _: , 4t~J. CITY ~Ir I+~t~RTN I~ICNL.~iMC3 NiL~S ~y: lwarry J. Cunningham City l'vlaager date; C1T"Y t~F I~CELLER :,~ Q By: .; ~ _. ~~4_._..._.........._... den O'Leary City Il~lanager IJCStE~.. ~::~ G ,1 ~~ ~ SwF'. -~al'4- _~~p~,. Y~/ ~e ~ . ~ ~ rf , ?~ ~,~ ~'' tC~~~~a~a~ ~~t~ suayd~~ ~~~~t{S "-~' f4~t.I~tC1}fib ~E~ ~~~de~~ ~6~c~~ :~~a~ o~ p~~~~dd~ ~r~s~nH ~s~~~~~d CITY OF NORTH RICHLAND HILLS Department: City Secretary Presented by: Council Meeting Date: 5-11-2009 Agenda No. F.0 Subject: GENERAL ITEMS CITY OF NORTH R/CHLAND HILLS Department: Finance Council Meeting Date:5-11-2009 Presented by: Larry Koonce Agenda No.F.1 Subject: GN 2009-025 Consider All Matters Incident and Related to the Issuance and Sale of $5,695,000 "City of North Richland Hills, Texas, General Obligation Bonds, Series 2009", dated May 1, 2009, Including the Receipt of Bids Therefore and the Adoption of Ordinance No. 3050 Authorizing the Issuance of Such Bonds A bond sale is scheduled for Monday, May 11, 2009. The sale will include $5,695,000 in General Obligation Bonds. The total amount will be used for street projects: $150,000 for Douglas Lane (Hightower to Starnes), $2,260,000 for North Tarrant Parkway (Davis to Whitley), $2,490,000 for Rufe Snow Drive street and utility improvements (Mid-Cities to Hightower), $235,000 for Shady Grove Road (Davis to Clay-Hibbins), $70,000 for Briley Drive (Lariat Trail to Rufe Snow Road), $100,000 for Cloyce Court (Northeast Loop 820 to Maplewood Ave.), $100,000 for Colorado Blvd. (Boulevard 26 to Harwood Rd.), $80,000 for Mackey Drive (Briley Dr. to Glenview Dr.), $140,000 Trinidad Drive (Rufe Snow Dr. to Holiday Lane), and $70,000 for Yarmouth Avenue (Mid-Cities Blvd. to Newcastle PI.) (see attached summary). Rating conferences with Standard and Poor's and Moody's were recently held. The City received General Obligation Bond ratings from both Moody's Investors Service and Standard and Poor's. Moody's has reaffirmed the Aa3 rating with a stable outlook, and Standard and Poor's has reaffirmed the AA rating with a stable outlook. The bids are due to be received and opened at 11 a.m. on Monday May 11th. The bids will be tabulated, verified, and ready to present for approval at the meeting that evening. All blanks in the attached ordinance will be filled in prior to the City Council meeting on Monday. Recommendation: To adopt Ordinance No. 3050 approving the bid and issuance of $5,695,000 "City of North Richland Hills, Texas, General Obligation Bonds, Series 2009" Summary 2009 General Obligation Bonds 2003 Bond Election Street Improvement Projects Douglas Lane Street Improvements (Hightower to Starnes) North Tarrant Parkway Street Improvements (Davis to Whitley) Rufe Snow Drive Street and Utility Improvements (Mid-Cities to Hightower) Shady Grove Road Street Improvements (Davis to Clay-Hibbins) Briley Drive Street Improvements (Lariat Trail to Rufe Snow Road) Cloyce Court Street Improvements (Northeast Loop 820 to Maplewood Ave.) Colorado Blvd. Street Improvements (Boulevard 26 to Harwood Rd.) Mackey Drive Street Improvement (Briley Dr. to Glenview Dr.) Trinidad Drive Street Improvements (Rufe Snow Dr. to Holiday Lane) Yarmouth Avenue (Mid-Cities Blvd. to Newcastle PI.) Total G.O. 2003 Bond Election Projects 2009 G.O. Bond Sale $ 150, 000 2,260,000 2,490,000 235,000 70, 000 100, 000 100, 000 80, 000 140, 000 70, 000 $ 5,695,000 $ 5,695,000 ORDINANCE N0.3050 AN ORDINANCE authorizing the issuance of "CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2009"; specifying the terms and features of said bonds; levying a continuing direct annual ad valorem tax for the payment of said bonds; and resolving other matters incident and related. to the issuance, sale, payment and delivery of said bands, including the approval and execution. of a Paying Agent/Registrar Agreement and the approval and distribution of an Official Statement; and. providing an effective date. WHEREAS, the Gity Council finds and determines that general obligation bonds in the principal amount of $5,695,000 approved and authorized to be issued at an election held February 1, 2003, should be issued and said at this time;. a summary of the general obligation bands authorized at said election, as well as at an election held September 27, 1994, the principal amounts authorized, amounts heretofore issued and being issued pursuant to this ordinance and amounts remaining to be issued subsequent hereto being as follows: Amount Date of Amount Previously Being Unissued Election Purpose Authorized ($) Issued S Issued Balance 9-2?-1994 Street Improvements 20,000,000 19,878,000 ~ -0- $ 425,000 2-1-2003 Street Improvements 30,Oi0,000 10,955,000 5,695,000 13,360,000 2-1-2003 Drainage 4,000,000 1,340,000 -0- 2,660,000 Improvements 2-1-2003 Public Safety 1,900,000 1,650,000 -0- 250,000 FaC1Iit1eS 2-1-2003 Animal Shelter 1,300,000 -0- -0- 1,300,000 AND WT-IEREAS, the Council hereby reserves and retains the right to issue the balance of unissued bonds approved. at said elecrions in one or mare 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- Pur~ase. General obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $5,695,000, to be designated and bear the title "CITY OF NORTH RICHLAND HILLS, TEXAS, GENERAL OBLIGATION $ONDS, SERIES 2009" {hereinafter referred to as the "Bands', 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, Chapter 1331, as amended. 80541252.1)0813678 SECTION 2: Fully Registered Obligations -Band. Date -Authorized Denomiraatians=Stated Maturities-Interest Rates. The Bands shall be issued as fully registered obligatiotxs only, shall be dated May 1, 2009 (the "Bond Date"), shall be in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and shall became due and payable an February 15 in each of the years and in principal amounts (the "Stated Maturities") in accordance with the following schedule: Year of Principal Interest Stated. Maturity Amount Rat s 20I 0 $285,000 20I 1 285,000 2012 285,000 201.3 285,000 20I4 285,000 24IS 28s,ao4 20.16 285,000 2017 285,000 2018 285,000 20I9 285,000 2020 285,000 2021 285,000 2022 285,000 2023 285,000 2024 285,000 2025 285,000 2026 285,000 2027 285,000 2028 285,000 2029 280,000 The Bands shall bear interest an the unpaid principal amounts from the Bond. Date at the rate(s) per annum shown above in this Section (calculated an the basis of a 360-day year of twelve 34-day months). Interest an the Bonds shall be payable on February I5 and August I5 in each year, commencing February 15, 2010, until maturity ar earlier redeznptian. SECTION 3: Terms of Payment-Paying_Agent/Re~str,~ar. The principal of, premium, if any, and the interest an the Bonds, due and payable by reason of maturity, redemption or otherwise, shall be payable only to the registered owneis or holders of the Bonds (hereinafter called the "Holders") appearing on the registration and transfer banks maintained by the Paying AgentrR.egistrar and the payment thereof shall be in any coin ar currency of the United States of America, which at the time of payment is Iegal tender far the payment of public and private debts, .and shall. be without exchange or collection charges to the Holders. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as Paying Agent/Registrar for the Bands is hereby approved and aos4 i2s2. t/EOe ~ 36~a confirmed. Books and records relating to the registration, payment, transfer and exchange of the Bonds (the "Security Register") sha11 at all times be kept and maintained on behalf of the City by the Paying Agent/R.egistraz, 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 anal 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 AgentlRegistrar at all times until the Bonds are paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified and authorized to serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Bonds, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registxaz. Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities or the redemption thereof, only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its designated offices in Dallas, Texas, or such office as may be designated for such purpose by the Paying Agent/Registrar or any successor to its functions (the "Designated Payment/Transfer Office"). Interest on the Bonds shall be paid to the Holders whose name appears in the Security Register at th.e 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 AgentlRegistrar (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 AgentfRegistrar, 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, ar 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 far 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 far 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 an 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 Bands having Stated Maturities on and after February 15, 2020, shall be subject to redemption prior to maturity, at the option of the City, in whale or in part in principal amounts of 55,000 or any integral multiple thereof (and if within a 8054i252.1~10~13678 Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2019 ar on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. (h) Exercise of Redemption Option. At least (arty-five {45} days prior to a redemption date for the Bands {unless a shorter notification period shall be satisfactory to the Faying 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 govenung body of the City. {c} Selection of Bonds for Redem to ion. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying AgentlRegistrar shall treat such Bonds as representing the number of Bonds Outstanding which is obtained by dividing the principal amount. of such Bands by $5,000 and shall select the Bands, or principal amount thereof, to be redeemed within such Stated Maturity by lot. (d) Notice of Redemption. Nat less than thirty {30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage prepaid, in the name of the City and at the City's expense, to each Holder of a Bond to be redeemed in whale or in part at the address of the Holder appearing. on the Security Register at the close of business an the business day next preceding the date of mailing such notice, and any notice of redemption sa 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 far 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 th.e 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, ar the principal amount thereof to be redeemed, shall be made at the Designated PaymentlTransfer Office of the Paying Agent/Registraromy 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 herevnabave .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 far 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. (e) Conditional Notice of Redemption -With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the principal of and. premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, he conditional upon the receipt of such. moneys by the Paying Agent/Registrar on or prior to the date fixed far such redemption, or upon the satisfaction of any prerequisites set forth in such notice of redemption; and, if sufficient moneys are not received, such notice shall 86541252.130813678 be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. SECTION 5: Registration -Transfer - Exchange of Bonds-Predecessar Bonds. The Paying AgentlRegistrar 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, ar 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 Band 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 AgentlRegistrar. Upon surrender of any Band (other than the Initial Band{s) referenced 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 Bonds of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section $ hereof) may be exchanged for other Bonds of oath©rized 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 Bands to be exchanged at the Designated Payrnent/Transfer Office of the Paying Agent/Itegistrar. Whenever any Bonds are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Bands 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 AgentlRegistrar 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 abligations 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 ar 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 ar other governmental charges required to be paid with respect to such transfer or exchange. Bonds cancelled by reason of an exchange ar transfer pursuant to the provisions hereof are hereby defined to be "Predecessar 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 ar transfer therefor. Additionally, the term "Predecessor Bonds" shall include any mutilated, lost, destroyed, or stolen Band far which a replacement Bond has been issued, registered, and delivered in lieu thereof pursuant to the provisions of Section I l hereof and such $0541252.1 10813678 $ new replacement Bond shall be deemed to evidence the same nbligatinn as the mutilated, lost, destroyed, nr 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 ar in part, within 45 days of the date fixed far 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: Baak-Entrv Onl~ransfers and Transactions. Notwithstanding the provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transferlexchange of the Bands, 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 Yark, in accordance with the operational. arrangements referenced in the Blanket Issuer Letter of Representation, by and. between. the City and DTC (the "Depositary Agreement"). Pursuant to the Depository Agreement and the rules of DTC, the Bands 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 Depositary Agreement, the Haider of the Bonds on the Security Register for all purposes, including payment and notices, shall be Cede & Ca., as .nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each. Band (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 ar 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 farthe Bands, 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 farm shall be assigned, transferred and. exchanged nn the Security Register maintained by the Paying Agent/Registrar and payment of such Bands shall be made in accordance with the provisions of Sections 3, 4 and 5 hereof. SECTION 7: Execution - Regiistration. The Bands shall be executed nn behalf of the City by the. Mayor under its seal reproduced or impressed thereon and countersigned by the City Secretary. The signature of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the Bond Date shall be deemed to be duly executed on behalf of the City, notwithstanding that such individuals or either of them shall cease to hold such offices at the time of delivery of the Bonds to the initial purchasers} and with respect to Bonds delivered in subsequent exchanges and transfers, all as authorized and provided in. V.T.C.A., Govenunent Cnde, Chapter 1201, as amended. 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 $ond either a certificate of registration. substantially in the form provided in Section 9C, manually executed by the Comptroller of sosai2s2. i/iaa «~~s b 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 Band has been duly certified, registered, and delivered. SECTION 8: Initial Bond(sl. The Bands 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 becaYne due and payable as provided in Section 2 hereof and numbered T-1, ar (ii) as multiple fully registered bands, being one bond far 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 Band(s), the Paying Agent/Registrar, pursuant to written instructions frorza 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 flalders 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 AgentlKegistrar may reasonably require. SECTION 9: Forms A. Forms Generally. The Bonds, the Registration Certifica#e 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 ar determined by the officers executing such Bonds as evidenced by their execution. Any portion of the text of any Bands may be set forth on the reverse thereof, with an appropriate refexence thereto on the face ofthe 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 Bands as evidenced by their execution thereof. 80S412S2.1~10813678 B. Form of Definitive Bond. REGISTERED NO. REGISTERED UNITED STATES OF AMERICA STATE OF TEXAS CITY OF NORTH RICHLAND HILLS, TEXAS GENERAL OBLIGATION BOND, SERIES 2009 Bond Date: Interest hate: May 1, 2009 Stated Maturity: CUSIP N0: February 15, 20 Registered Owner: Principal Amount: DOLLARS The City of North Richland Hills {hexeinafter 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 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 interest payment date next preceding the "Registration Date" of this Bond appearing below {unless this Bond bears a "Registration Date" as of an interest payment date, in which case it shall bear interest from such date, or unless the "Registration Date" of this Bond is prior to the initial interest payment date in which case it shall bear interest from the Bond Date) at the per annum rate of interest specified above computed on the basis of a 360-day year of rivelve 30-day months; such interest being payable an February 1 S and August 15 in each year, commencing February 15, 2010. 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/Transfex Office of the Paying AgentlRegistxar executing the registration certificate appearing hereon, or its successor. Interest is payable to the registered owner of this Band {or one or more Predecessor Bands, as defined in the Ordinance hereinaffier 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 AgentlRegistxar, requested by, and at the risk and expense of, the registered ownex. If the date for the payment of the principal of or interest an the Bands shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the Designated Payrnent/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 farce and effect as if made on the original date payment was due. All payments of principal of, premium, if any, and interest 80541252.I~t0813618 on this Band shall be without exchange ar 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 Band is one of the series specified in its title issued in the aggregate principal amount of $5,595,000 (herein referred to as the "Bonds") for permanent public improvements and public purposes, to wi#: street improvements, including traffic signalizatian, 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"}. The Bonds maturing an and after February l S, 2020, may be redeemed prior to their Stated Maturities, at the option. of the City, in whole or in part in principal ainaunts of $5,000 ar airy integral multiple thereof (and if within a Stated Maturity by lot by the Paying AgentlR.egistrar), on February l5, 2019, or on airy 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 far 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 Band to be redeemed at the address shown on the Security Register and. subject to the terms and provisions relating thereto captained in the Ordinance. If a Bond (ar 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 rnaneys 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 AgentJRegistrar. In the event a portion of the principal amount of a Band 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 PaymentlTransfer Office of the Paying Agent/Registrar, and a new Band or Bonds of like maturity and interest rate in any authorized denominatian.s 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 ar in part, the City and the Paying AgentlRegistrar shall not be required to transfer such Band to an assignee of the registered owner within 4S 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. With respect to any optional redemption of the Bonds, unless rnaneys sufficient to pay the principal of and premium, if any, and interest on the Bands to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the receipt of such moneys by tlae Paying AgentlRegistrar on or prior to the date fixed for such redemption, or upon the satisfaction. of any prerequisites set forth in such notice of redernptian; 84541252.114813678 and, if sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the mannex in which the notice of redemption was given, to the effect that. the Bonds have not been redeemed. The Bonds are payable from the proceeds of an ad valorem tax levied, within. t13e 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/R.egistrar, and to ail 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 Bands; the terms and conditions relating to the transfer ar 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 AgentJRegistrar; the terms and provisions upon. which this Bond may be discharged at or prior to its maturity ar 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 lirnitatians contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the Designated PaymentlTransfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, ar accompanied by a written instrument of transfer in foxm satisfactory to the Paying Agent/R.egistrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee ar transferees. The City and the Paying Agent/Registxar, 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} an the date of surrender of this Bond as the owner entitled to payment of principal hereof at its Stated Maturity ar its redemption, in whole or in part, and (iii) an 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 (3d) 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 fram the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be l S 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 an the Security Register at the close of business on the last business day next preceding the date of mailing of such native. rt 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 N0541252.1/10813G78 1 Q 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 Bands 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 Bands 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. 1N WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly executed under the official seal of the City as of the Bond Date. CITY OF NORTH R1CI-iI,AND HILLS, TEXAS Mayor COUNTERSIGNED: City Secretary (SEAL) C. Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Band(s) only. REGISTRATION CERTTFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER ) OF PUBLIC ACCOUNTS ) REGISTER NO. THE STATE OF "1"ERAS ) T HEREBY CER"i'IFY that this Bond has been examined, certified as #o 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 lny signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) 80541252.119813578 1 1 D. Form_of Certificate of Paling AgentlRegistrar to appear an Definitive Bonds o.. ~lY• REGISTRATION CERTIFICATE OF PAYING AGENTIREGISTRAR This Bond has been duly issued and registered under the provisions of the within-mentianed 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/R.egistrax. The designated offices of the Paying Agent/Registrar in Dallas, Texas is the "Designated PaymentlTransfer Office" for this Bond. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Dallas, Texas Registration date: F,. Form of Assi~nrr-ent, 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 Securit or other identif in number ~ Y Y~ g - ) the r ithin Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer tl~e within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature guaranteed: NOTICE: The signature an this assignment must correspond with the name of the registered owner as it appears an the face of the within Band in every particular. F. The Initial Bond(s) shall be i.n 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; 805A1252.I/10813678 12 REGISTERED NO. T-1 UNITED STATES OF AMERICA STATE OF TEXAS CITY OF NORTH RICHLAND HILLS, TEXAS GENERAL OBLIGATION BOND, SERIES 2009 Bond Date: May 1, 2009 Registered Owner: REGISTERED $5,695,000 Principal Amount: FIVE MILLION SIX HUNDRED NINETY-FIVE THOUSAND DOLLARS The City of North Richland .Hills (hereinaftex 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 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 fallowing schedule: PRINCIPAL YEAR INSTALLMENTS INTEREST RATE (Infornrtatian to be inserted from schedule in Section 2 hereofj. {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 an 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, 2010, until maturity or earlier redemption. Principal installments of this Bond are payable in the year of maturity ar on a prepayment date to the registered owner hereof by The Bank of New York Me11on Trust Company, N.A., Dallas, Texas (the "Paying Agent/R.egistrar"), upon its presentation and surrender, at its designated offices in Dallas, Texas (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 an 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. If the date for the payment of the principal. of or interest on the IIonds shall be a Saturday, Sunday, a legal holiday, ar a day when banking institutions in the city where the Designated PaymentlTransfer Office of the Faying 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 80541252J/10813b78 1 ~ have the same farce and effect as if made on the original date payment was due. All payments of principal af, 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: I,ew of Taxes. To provide for the payment of the "Debt Service Requirements" of the Bonds, being (i) the interest an the Bonds and (ii) a sinking fund for their payment at maturity or redemption or a sinking fund of 2% (whichever amount is the greater), there is hereby levied, and there shall be annually assessed and collected in due time, farm, 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. dalIars' 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 Bands 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 far the payment of the Debt Service Requirements on the Bonds shall be deposited to the credit of a "Special 2009 Band Account" (the "Interest and. Sinking Fund") maintained an the records of the City and deposited in a special fund maintained at an official depository of the City's funds; and such tax hereby levied, and to be assessed and collected annually, is hereby pledged to the payment of the Bonds. The Mayor, Mayor Pra Tem, City Manager, Assistant City Manager, Director of Finance and City Secretary of the City, individually ar jointly, 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 u~ such manner as will cause collected fiuzds to be deposited with the Paying Agent/Registrar an or before each principal and interest payment date for the Bonds. SECTION 11: Mutilated-Destroyed-Lost and Stolen Bands. 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 farm and tenor, and in the same denomination and bearing a nEUnber not contemporaneously outstanding, in exchange and substitution for such mutilated Band, or in lieu of and in substitution far such destroyed, .lost or stolen Bond, only upon the approval of the City and after (i) the filing by the Haider 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 bald the City and the Paying Agent/Registrar harmless. Ali expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Bond shall be borne by the Haider of the Band 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 80541252,110813678 ~ ~ other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the destroyed, last, or stolen Bands. 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 mutila#ed, destroyed, lost or stolen Bonds. SIECTION 12: Satisfaction of Obligation of Citx. If the City shall pay or cause to be paid, ar 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 I~iolders sha11 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 ar the principal amount(s) thereof at mahirity 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 AgentlRegistrar, 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, ar the principal amount(s) thereof, an and prior to the Stated Maturity thereof ar {if notice of redemption has been duly given or waived or i.f irrevocable arrangements therefor acceptable to the Paying AgentlRegistrar have been made) the redemption date thereof.. The City covenants that no deposit af. moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bands to be treated as "arbitrage bands" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, nr regulations adopted pursuantthereta. 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, ar interest thereon with respect to which such moneys have been so deposited shall be remitted to the City ar deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar far 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 Bands 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 AgentlRegistrar 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 [Jnited States of America, includutg obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, {ii} noncallable obligations of an 80541252.110813678 l5 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 ar 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 puxchase 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 aContract - 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 and in Section 28 hereof. The City may, without the consent of nr notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a majority in aggregate principal. amount of the Bonds then Outstanding, amend, add to, or rescind any of the provisions ofthis 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, ox 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, ar rescission. The term "Outstanding" when used in this Ordinance with respect to Bonds means, as of the date of determination, all Bonds theretofore issued and delivered. under this Ordinance, except: {1} those Bonds cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar far cancellation; {2} those Bands 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 Bands arc first authenticated and delivered to the initial purchasers against payment therefor. sosa~zsz.il~osi~s~s 16 "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 1.14$-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 Amaunt" has the meaning set forth in Section 1.148-I(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 i 03 of the Internal Revenue. Code of 1.954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary ar 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. (b) Not to Cause Interest to Become Taxable. The Gity 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 became includable in the gxoss income, as defined in section Gl of the Code, of the owner thereof for federal income tax purposes. Withaut limiting the generality of the foregoing, unless and until the City receives a written apinion 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 ineame tax of the interest an any Bond, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payxnents. 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 refin.aneed directly or 84541252.}~14R13G7R 1 7 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 instarumentality 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 persan or entity who is treated as using Grass Proceeds of the Bonds or any property the acquisition, construction ar 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 Grass Proceeds pending applica#inn for their intended purposes.. {d) No Frivate 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 persan ar entity other than a state or local government. For purposes of the foregoing covenant, such Grass Proceeds are considered to be "loaned" to a person or entity if: (l) property acquired, constructed or improved with such Grass 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 stake-ar-pay, output or similar contract or arrangement; or {3) indirect benefits, or burdens and benefits of. ownership, of such Grass 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) l~tat to Invest at Hi er Yieid. Except to the extent permitted by section 148 of the Cade 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. Yieid 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 Bands. (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 Bonds to be federally guaranteed within the meaning of section I49(b) of the Code and the Regulations and rulings thereunder. (g} Information Report. The City shall timely file the infartnation required by section I49(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other farm 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 Cade and the Regulations and rulings thereunder: 8U541252.1~10813678 1 8 (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) an 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 an which the last Outstanding Bond is discharged.. 1-lawever, to the extent permitted by law, the. City may commingle Gross Proceeds of the Bands with. other money of the City, provided that the City separately accounts for each receipt and expenditure of Grass Proceeds and the obligations acquired therewith. (2) Nat less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(fj of the Cade and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bands until six years after the final Computation. Date. (3) As additional consideration far the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order #o 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 from the construction fund, other appropriate fund, or, if permitted by applicable Texas statute, regulation or opinion of the Attorney General of the Slate of Texas, the Interest and Sinking Fund, 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 an 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 shalt be accompanied by Form 8038-T or such other farms and information as is ar may be required by Section i48(f} of the Code and the Regulations and rulings thereunder. (4) The City shall .exercise xeasonable 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 awed to it, interest thereon, and any penalty imposed under Section 1.148-3{h) of the Regulations. (i) Not to Divert Arbitra,"gre 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 at final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection h of this Section because such transaction 'results in a srnallex profit or a larger loss than would have 80541252,if 1U813b78 1 ~ resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. (j) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Director of Finance and City Secretary, individually or jointly, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption. or similar or other appropriate certificate, form or document. (k) Qualified Tax Exempt Obli at~~ ions. In accordance with the provisions of paragraph (3) of subsection (b} of Section 2b5 of the Code, the City hereby designates the Bonds to be "qualified tax exempt obligations" in that the Bonds are not "private activity bonds" as defined in the Code and the reasonably anticipated. amount of "qualified tax exempt obligations" to he issued by the City (including all subordinate entities of the City) for the calendar year 2009 will not exceed $3fl,000,Oflfl. SECTION 1S: Sale of Bonds. Pursuant to a public sale for the Bonds, the bid submitted by (herein referred to as the "Purchasers") is declared to be the best bid received producing the lowest true interest cost rate to the City, and the sale of the Bonds to said Purchasers at the price of par and accrued interest to the date of delivery, plus a premium of $ , is hereby approved and confirmed. Delivery of the Bonds to the Purchasers shall occur as soon as possible upon payment being made therefor in accordance with the terms of sale. SEC C.ION 16: Off cial Statement Approval. The use of the Official Statement by the Purchasers in connection with the public offering and sale of the Bonds is hereby ratified, confirmed and approved in all respects. The final Official Statement, which reflects the terms of sale (together with such changes approved by the Mayor, Mayor Pro Tem., City Secretary, City Manager, Assistant City Manager, and Director of Finance, one or more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute said final OfiTicial Statement, dated May l 1, 2001, in the reoffering, sale and delivery of the Bonds to the public. SECTION 17: Control and Custody of Bonds. The Mayor of the City shall be and is hereby authorized to take and. have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas, including the printing and supply of definitive Bonds, and shall take and have charge and control of the Initial Bond(s) pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to die initial purchasers. SECTION 18: Proceeds of Sale. The proceeds of sale of the Bonds, excluding the accrued interest and preniurn in the amount of $ received from the Purchasers, shall be deposited in a construction fund maintained at the City's depositary bank. Pending expenditure far authorized projects and purposes, such proceeds of sale may be invested in authorized investments, including guaranteed investment contracts permitted by V.T.C.A., Section. 2256.015 et seq., and the City's investment policies and guidelines, and, subject to the provisions of Section 14{h} hereof, any investment earnings realized shall be expended for such sosai2sa.~/iasi~s~a 20 authorized projects and purposes or deposited in the Interest and Sinking Fund as shall be determined by the City Council. Accrued interest and premium in the above amount received from the Purchasers as well as all. surplus proceeds of sale of the Bonds, including investment earnings, remaining after completion of all. authorized projects or purposes and paying ar making provision far the payment of the amounts owed pursuant to Section 14(h) hereof shall. be deposited to the credit of the Interest and Sinking Fund. 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 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 an the business day next preceding the mailing of such natice. 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 ail other fonds. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such natice, 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 natice 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 Bands surrendered far 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 AgentlRegistrar 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/Rcgistrar 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: I,eaal 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 Bands 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 an the definitive Bands or an executed counterpart thereof shall accompany the global Bands 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 attonieys 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 ar implied, is intended or shall be construed to confer upon any person other than the City, the Paying 80541252. t~tO8 t3678 21 Agent/Registrar and the Holders, any right, remedy, ar 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 far 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 La~v. This Ordinance shall be construed and enforced in accordance with the Laws ofthe State of Texas and the United States of America. SECTION 26: Effect of Headings. The Section headings herein are far convenience only and shall not affect the construction hereof. SECTION 27: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine ar neuter gender shall be considered to include the other genders.. SECTION 28: Continuing_Disclasure 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 ar 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 5EC or its staff to be, a state infonnatiorl 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, 2049) 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 B hereto. Financial. statements to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit B hereto and {2) audited, if the City commussions 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 80541252,110813678 22 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 l`fRMSIR and. any SID with the financial information and operating data and will file the annual audit report when and if the same becomes available. If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (c) Material Event Notices. The City shall notify any SID and either each. NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material. within the meaning of the federal securities laws: (1) Principal and interest payment delinquencies; (2) Non4payment related defaults; (3} Unscheduled draws on debt service reserves reflecting financial difficulties; (4} Unscheduled draws vn credit enhancements reflecting financial difficulties; (S) Substitution of credit or liquidity providers, or their failure to perform; (b} Adverse tax opinions or events affecting the tax-exempt status of the Bonds; (7) Modifications to rights of holders of the Bonds; ($) Band calls; (4) 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 ar the NISRB, 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 white, bat 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 requixed by subsection {c) hereof of any Bond calls and defeasance that cause the City to be no longer such an "obligated pe;rsvn." The provisions of this Section. are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim. hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant. to this Section and does net hereby undertake, to provide any other information that may be relevant ar material to a complete presentation of the City's financial results,. condition, or prospects or hereby undertake to update sosaiis2. t/rosi36•rs 23 any information provided in accordance with this Section or otherwise, except as expressly pxavided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in ar sell Bonds at any future date. UNDER NO CIRCUMSTANCES SI IALL THE CITY BE LIABT.E TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACI-I BY '1~IE CITY, WHETHER NEGLIGENT OR WI'1"HOUT FAULT ON :ITS PART, OF ANY COVENANT SPECIFIED TN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL Bl/ 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 ar default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, ar otherwise limit the duties of the City under federal and state securities laws. Notwithstanding anything to the contrary in this Ordinance, the provisions of this Section may be amended by the City from time to time to adapt to changed circumstances resulting from a change in legal requirements, a change in law, ar 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, wauid have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bands 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 (aj the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b} a Person. that is unaffiliated with the City (such as nationally recognized bond caunselj determines that such amendment will not. materially impair the interests of the Holders and beneficial. owners of the Bonds. The provisions of this Section may also be amended from time to time or repealed by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and to the extent that reservation of the City's right to do so would not prevent underwriters of the initial public offering of the Bonds from lawfully purchasing or selling Bonds in such offering. If the City sa amends the provisions of this Section, it sha[1 include with. any amended financial information or operating data filed with each. NRMSIR and SID pursuant to subsection (bj of this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 29: Sever~bility. 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. 80541252.1/10$13678 ~4 SECTION 30: Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, Cit}~ Manager, Assistant City Manager, Director of Finance, and City Secretary are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform ail such acts and things and to execute, acknowledge and deliver in the name and on behalf of the City all agreements, instruments, certificates or other documents, whether mentioned. herein or not, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance and the issuance, sale and delivery of the Bonds. In addition, prior to the delivery of the Bonds, the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Director of Finance, City Secretary or Bond Counsel to the City are each hereby authorized and directed to approve any changes or corrections to this Ordinance or to any of the documents authorized and approved by this Ordinance: (i} in order to cure any ambiguity, formal defect, or omission in the Ordinance or such. other document, or (ii) as requested by the Attorney General of the State of Texas or his representative to obtain the approval of the Bonds by the Attorney General. In the event that any officer of the City whose signature shall appear on any document shall cease to be such. officer before the delivery of such document, such signature nevertheless shall be valid and. sufficient for all purposes the carne as if such officer had remained in office until such delivery. SECTION 31: Public Meetinu. 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. SECTION 32: Effective Date. This Ordinance shall take effect and be in full force from and after its adoption on the date shown below in accordance with V.T.C.A., Government Code, Section 1201.02$, as amended. (remainder of page left blank intentionally) 80541252.110813678 2S PASSED AND ADOPTED, this May t 1, 209. CITY OF NORTH RICHLAND HILLS, TEXAS Mayor ATTEST: City Secretary APPROVED AS TO LEGALITY: City Attorney {City Seat) APPROVED AS TO CONTENT: Director of Finance 8454225?.1~1Q8236?R [signature page of Bond. Ordinance] EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT B0541252.1~10813678 1-1-~ Exhibit B to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFOItM.ATION The following information is referred to in Section 2$ 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 Off vial 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 'T'ables 1 through 6 and 8 through i 5. Accounting Principles The accounting principles referred to in such Section are the accounting principles described i.n the notes to the financial statements referred to in paragraph l above sass~asa.t/~oais~~a B-1 PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of (this "Agreement"), by and between The Bank of New York Mellon Trust Company, N.A., Da11as, Texas, a banking association duly organized and existing under the Laws of the United States of America (the "Bank's and the (the "Issuer"), RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its " (the "Securities"), dated such Securities scheduled to be delivered to the initial purchasers thereof on or about ;and WHEREAS,. the Issuer has selected the Bank to serve as Paying Agent/R.egistrar 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 autharifiy to pexfarm and serve as Paying Agent/Registrar far the Securities; NOW, THEREFORE, it is mutually agreed as fellows: ARTICLE ONE APPOINTMENT OF SANK AS PAYING AGENT AND REGISTRAR Sectionl.Ol Apt~aintment. 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 "Authorizing Document" {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 Authorizing Document. The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Secti©n 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. 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 8f)542997.1~10813fiT8 the provisions hereof {including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWU DEFINITIONS Sectian 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 bath, are due and payable on any Security which has became accelerated pursuant to the terms afthe Security. "Authorizing Document" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, as the same may be amended or modified, including any pricing certificate related thereto, certified by the secretary or any other officer of the Issuer and delivered to the Bank. "Bank Office" means the designated office of the Bank 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. "Fiscal Year" means the fiscal year of the Issuer, ending "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 , or ,any one ar mare of said offcials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required ar 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 alI 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 Authorizing Document). 8054299~.1~108d3678 2 "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 Authorizing Document. "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 Authorizing Document the principal of a Security is scheduled to be due and payable. Section 2A2 Uther Definitions. The terms "Bank," "Issuer," and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paying AgentlRegistrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.Oi. Duties of Paying Agenk As Paying Agent, the Bank. shall pay, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, 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: First ClaissJ Registered/Certified Express Delivery Only By Hand Only The Bank of New York The Bank ofNew York Mellon The Bank of New York Mellon Mellon Trust Company, N.A. Trust Company, N.A. Trust Company, N.A. Global Corporate Trust Global Corporate Trust Global Corporate Trust P. O. Sox 2320 2001 Bryan Street, 9th Floor Corporate Trust Window Dallas, Texas 75221-2320 Dallas, Texas 75201 101 Barclay Street, 1st Floor East New York, New York 1.0286 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 sasa~s~~, l/l 0813678 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 Data (as defined. in the Authorizing Document). 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 Haider 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 an the Securities on the dates specified in the Authorizing Document. AKTICLE FOUR REGISTRAR Section 4.01 Security Register -Transfers and Exchanges: I'he Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank t)ffice books and records (herein sometimes referred to as the "Security Register") far 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 an the Securities to the .Holders and containing such othex information as may be reasonably required by the :Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and. replacements of Securities shall be Hated 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 off cer of a federal or state bank or a member of the National Association of Securities Dealers, such written instrument to be in a farm satisfactory to the Bank and 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 passible 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 transferor 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,U2 Securities. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventa~y 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 far debt securities of other governments or corporations for which. it serves a^5 registrar, or that is maintained for its own securities. 8QS42997,1/l08l3678 Section 4..03 Forrn of Security Resister. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer and exchange of the Securities in accaxdanee 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 thane which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04 List. of Security; Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable tirr~e 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 ar disclosure of the contents of the Security Register. Section 4.05 Return of Cancelled. Securities. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06 Mutilated, Destrayed, Lost ar Stolen Securities. The Issuer hereby instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as Lang as the same does not result in an overissuance. In case any Security shall be mutilated, 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 far such. mutilated Security, or ui lieu of and in substitution for such mutilated, 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, lass 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, destroyed, last or stolen. Section 4.07 Transaction Infarnaatian 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 ar sasaas~~. -/ioa ~36~s 5 exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange for ar in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06. AKTICLE FIVE THE BANK Section SAI Danes of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. Section 5.02 Reliance on Documents. Etc. {a) The Bank may conclusively rely,. as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be Iiable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. {c) No provisions of this Agreement shall require the Bank to expend or risk its awn 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 fax believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. {d) The Bank may rely and shall. be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document believed by it to be genuine and. to have been signed or presented by the. proper parry 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 Folder. 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 the Issuer. {e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, ar omitted by it hereunder in good faith and in reliance. thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. (g) 1'he Bank is also authorized to transfer funds relating Co the closing and initial delivery of the Securities in the manner disclosed in the closing memorandum or letter as prepared by the Issuer's financial advisor or other agent. The Bank may act on a facsimile or e- mail transmission of the closing memoranduun or letter acknowledged by the financial advisor ar the Issuer as the final closing memorandum or letter. The Bank shall not be liable for any losses, HOSd2997. t X10813678 ~ costs ar expenses arising directly ar indirectly from the Bank's reliance upon and compliance with such instructions. 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 rto event be liable to the Issuer, any Haider ar Holders of any Security, ox 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 ar 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 AccountlCollateralization. A paying agent account shall at all times be kept and maintained by the Bank for the receipt, safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collateralized by securities ar obligations which qualify and are eligible under bath the laws of the State of Texas and the laws of the United States. of .America to secure and be pledged as collateral for paying agent accounts to the extent such money is not insured by the Federal Deposit insurance Corporation. Payments made from such paying agent account shall be made by check drawn on such account unless the owner of the Securities shall, at its own expense and risk, request an alternative method of payment. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of the principal af, premium (if any), or interest an any Security and remaining unclaimed for three years after final maturity of the Security has became due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the Texas Property Cade, as amended. The Bank shall have no liability by virtue of actions taken in compliance with this provision. The Bank is not obligated to pay interest on any money received by it under this Agreement. "This Agreement relates solely to money deposited for the purposes described herein, and the parties agree that the Bank may serve as depository far other funds of the Issuer, act as trustee under indentures authorizing other band transactions of the Issuer, ar 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 lass, liability, ar 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. 80542997.1lIOSl3b78 '] Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of arty adverse claim, demand, or controversy aver 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 ax registered mail, return receipt. requested, to the address referred to in Section 5.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of Texas to determine the rights of any Person claiming any interest herein. In the event the Bank becomes involved in litigation in connection with this Section, the Issuer, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all lass, cast, damages, expenses, and attorney fees suffered. or incurred by the Bank. as a result. The obligations of the Bank under this Agreement shall be performable at the principal corporate office of the Bank in the City of Dallas, Texas. Section 5.4$ DTC Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services ar equivalent depository trust services by other organizations, the Bank has the capability and, to the extelit within its control, will comply with the "Operational Arrangements", which establishes requirements far 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 notifica#ion of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01 Amendmen#. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 5.02 Assi>><nment. This Agreement may not be assigned by either party without the prior v~~ritten consent of the othex. Section 6.03 Notices. Any request, demand, authorizaiYOn, 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 an the signature page hereof. Section 6.04 Effect of Headings. The Article and Section headings herein are fox convenience of refErence only and shall not affect the construction hereof. Section 6.OS Successors and Assigns. All covenants and. agreements herein by the Issuer shall. bind its successors and assigns, whether so expressed or not. Section 6.06 Severability, In case any provision. herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 8USA2997,1~10813678 Section G.07 Merger, Conversion, Cansolidatian, ar Succession. Any corporation or association into which the Bank may be merged ar converted or with which. it may be consolidated, or any corporation ar association resulting Pram any merger, conversion, or consolidation to which the Bank shall be a party, or any corporation ar association succeeding to all or substantially all of the cozporate trust business of the Bank shall be the successor of the Bank as Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of either parties hereto. Section G.08 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, ar claim hereunder. Section G.09 Entire A~reernent. This Agreement and the Authorizing Document 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 Authorizing Document, the Authorizing Document shall govern. Section 6.10 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 6.11 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 has been given to the Holders of the Securities of the appointment of a successor Paying AgentlRegistrar. However, if the Issuer fails to appoint a successor Paying Agent/Registrar within. a reasonable time, the Bank may petition a court of competent jurisdiction within the State of Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the effective date of an early termination. of this Agreement shall not occur at any time which would disrupt, delay ar 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 the other pertinent books and records relating to the Securities, to the successor Paying AgentlRegistrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full farce and effect following the termination of this Agreement. Section G.12 Gavernin~ Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. [remainder of page le, f~ blank intentianallyJ 80542997.11081367$ IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Dallas, Texas By: Title: Address: 2001 Bryan Street, 9`~ Floor Dallas, Texas 75201 Attest: Title: By: Address: Attest; sos42997.i/i0813678 [signature page ofPaying Agent/Registrar Agrestaaent] CITY OF NORTH RICHLAND HILLS Department: Finance Council Meeting Date: 5-11-2009 Presented by: Larry Koonce Agenda No. F.2 Subject: GN 2009-026 Consider All Matters Incident and Related to the Issuance and Sale of $6,205,000 "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2009", Dated May 1, 2009, Including the Receipt of Bids Therefore and the Adoption of Ordinance No. 3049 -Authorizing the Issuance of Such Certificates of Obligation On March 23rd, City Council authorized the City Secretary to publish by April 4, 2009 a notice in a newspaper of general circulation of the intent of the City to issue Certificates of Obligation. Notices were published in accordance with State law. The sale of $6,205,000 in Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation for the fire quint replacement, utility water and wastewater projects, drainage projects, and NRH20 strategic plan projects (see attached summary) will be completed on May 11, 2009. The City received Certificates of Obligation ratings from both Moody's Investors Service and Standard and Poor's. Moody's has reaffirmed the Aa3 rating with a stable outlook, and Standard and Poor's has reaffirmed the AA rating with a stable outlook. The bids are due to be received and opened at 11 a.m. on Monday May 11th. The bids will be tabulated and verified for the Monday evening meeting. The results of the Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation sale will be presented to City Council at the regular meeting Monday. All blanks in the ordinance will also be filled out prior to the City Council meeting. The City Council will be requested to approve the ordinance prepared by our bond counsel, Fulbright and Jaworski. The ordinance is enclosed for your consideration. This ordinance also authorizes all other necessary actions such as paying agent/registrar agreements. Recommendation: To adopt Ordinance No. 3049 approving the bid and issuance of "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2009"; and approving and authorizing the execution of a Paying Agent/Registrar Agreement and a Purchase Contract in relation to such Obligations and the approval and distribution of an Official Statement. Summary 2009 Certificates of Obligation Aquatic Park Projects NRH20 Strategic Plan - Restrooms $ NRH2O Strategic Plan -Third Phase Attraction 255, 000 1,600,000 Subtotal C.O. Aquatic Park Project 1,855,000 Drainage Projects Briarwoods Estates Improvements 170,000 Brookridge Drive Improvements 75,000 Brookhaven Drive Improvements 60,000 Odell Street Improvements 110,000 Steeple Ridge Improvements 35,000 Subtotal C.O. Drainage Projects $ 450,000 Utility Capital Projects Amundson Elevated Tank Rehabilitation Big Fossil Creek Wastewater Outfall Main Lift Station Expansion Blvd. 26 at Precinct Line Water Line Holiday Lane and College Circle Water Line Holiday Lane and Iron Horse Blvd. Subtotal C.O. Utility Capital Projects Capital Equipment Replacement Fire Quint Replacement Subtotal C.O. Equipment Replacement Total 2009 C.O. Sale $ 600, 000 700,000 815,000 335, 000 665, 000 $ 3,115,000 785,000 $ 785,000 $ 6,205,000 ORDINANCE N0.3049 AN ORDINANCE authorizing the issuance of "CITY OF NORTH RICHI,AND HILLS, TEXAS, TAX AND WATERWORKS AND. SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 2009"; specifying the terms and features of said certificates;. providing for the payment of said certificates by the levy of an ad valorem tax upon all taxable property within the City and a limited pledge of the net revenues fmm the operation of the City's Waterworks and Sewer System; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said certificates, including the approval and execution of a Paying Agent/Registrar Agreement and the approval and distribution of an Official Statement; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certificates of obligation in the maximum principal amount of $11,4SS,000 far the purpose of paying contractual obligations to be incurred for (i) constructing, improving and equipping NRH20 water park, {ii} purchasing equipment for fire service, including vehicles related thereto, (iii) constructing and improving the City of North Richland Hills' water and sewer system, (iv) constructing and improving City of North Richland Hills' streets and drainage improvements, (v) the purchase of municipal. facility Iand, and (vi) 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. April 4, 2009 and April 11, 2009, the date of flee first publication of such notice being not less than thirty- one (31) 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 an or prior to the date of the passage of this Ordinance; and WHEREAS, the City 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 l ; Authorization, Designatiart,_ Principal Amount, Puxpose. Certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $6,205,000, to be designated and bear the title "CITY OF NORTH RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 2009" (hereinafter referred to as the "Certificates"), for the purpose of paying contractual obligations to be incurred for (i) 80540315.110813678 constructing, improving and equipping NRH20 water park, (ii) purchasing equipment for fire service, including vehicles related thexeto, (iii) constructing and improving the City of North Richland Hills' water and sewer system, (iv) constructing and. improving City of North Richland Hills' streets and drainage improvements, and (v} 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 Cade, Subchapter C of Chapter 271, as amended. SECTION 2: Fully Registered Obligations - Authoxized Denominations - Stated Maturities -Date. The Certificates are issuable in fully registered form only; shall be dated May 1, 2009 (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 "Statted 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) (%~ 2010 $ 320,000 201 l 320,000 2012 320,000 2013 315,000 2014 315,000 2015 315,000 2016 315,000 2017 315,000 2018 315,000 2019 315,000 2020 310,000 2021 305,000 2022 305,000 2023 305,000 2024 305,000 2025 305,000 2026 305,000 2027 300,000 2028 300,000 2029 300,000 The Certificates shall bear interest on the unpaid principal amounts from the Certificate Date at the rates per annum shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months), and such interest shall be payable on February 1 S and August 15 in each year, camrnencng February 15, 2010, until maturity or prior redemptian. SECTION 3: Terms of Payment - Payingr,A~ent/Registrar. The principal of, premium, if any, and the interest on the Certificates, due and payable by reason of maturity, redemptian or otherwise, shall be payable only to the registered owners or holders of the Certificates $U540315.1~t0$13G7$ (hereinafter called the "Holders"} appearing on the registration and transfer books maintained by the Paying Agent/Registxar and the payment thereof shall be in any coin or currency of the United States of America which, at the time of paSnrlent, is legal tender far the payment of public and private debts, and shall be without exchange or collection charges to the Holders. The selection and appointment of The Bank of New Yark Mellon Trust Company, N.A., Dallas, Texas to serve as Paying AgentlRegistrar for the Certificates is hereby approved and confirmed. Books and records relating to the registration, payment, transfer and exchange of the Certificates (the "Secuxity 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 tlYe 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, including a commercial bank, at which principal of the Bonds is payable, or trust company organized under the laws of the State of Texas or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent/Registrar for the Certificates. Upon any change in the Paying AgentlRegistrar for the Certificates, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail, fu~st class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of and premitun, if any, on the Certificates shall be payable at the Stated Maturities or upon prior redemption thereof only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its designated offices in Dallas, Texas, or such. office as may be designated for such purpose by the Paying AgentJRegistrar ar any' successor to its functions (the "Designated Payment/Transfer Office"). interest on the Certificates shall be paid to the Holders whose names appear 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, ar 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 an 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, 8QS403IS.I~10813678 first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business an the last business next preceding the date of matting of such notice. SECTION 4: Redemption. (a) Optional Redemption. The Certificates having Stated Maturities on and after February 1S, 2020 shall be subject to redemption prior to maturity, at the option of the City, in whole or in part in principal amour#s of $5,(100 or any integral multiple thereof {and if within a Stated Maturity by lot by the Paying Agent/R.egistxar}, on February 15, 2019, 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 gaveming body of the City. (c) Selection of Certificates far Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agentl 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 Flalder 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 thereofeo be redeemed, shall become due and payable on the redemption date specified and the interest thereon, ar on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after tl~e 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 he made at the Designated PaymentlTransfer Office of the Paying AgenURegistrar only upon presentation. and surrender of the Certificates. If a Certificate is subject by its terms to prior redemption and has been called far redemption and notice of redemption has been duly given as hereinabove provided, such Certificate (or the principal amount thereof to be redeemed} shall become doe and payable and interest thereon. shall cease to accrue from and after the redemption date therefor. 80540315.110813678 (e) Conditional Notice of Redemption ~ With respect to any optional redemption of the Certificates, unless moneys sufficient to pay the principal of and premium, if any, and interest an the Certificates to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed far such redemption, or upon the satisfaction of any prerequisites set forth in such notice of redemption,. and, if sui~`icient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Certificates and the Paying AgentlRegistrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Certificates have not been redeemed. SECTIONS: 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 Haider, in person ar by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer ar 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 $ hereof) for transfer at the Designated Payment/Transfer Office of the Paying AgentlRegistrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Cerkificates (other than the Initial Certificate(s) authorized in Section $ hereof) may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange, upon surrender of the Certificates to be exchanged. at the Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Certificates are surrendered far 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 PaymentlTransfer Office of the Paying Agent/IZegistrar 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 ar 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 Haider requesting such transfer or exchange aasaa3t s.r/ios isb~a of any tax or other governmental charges required to be paid with respect to such transfer ar exchange. Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates," evidencing all ar a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any mutilated, lost, destroyed., or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 19 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed or stolen Certificate. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Certificate called far redemption, in whole ar in part, within X15 days of the date fixed. for the redemption of such Certificate; provided, however, such limitation an transferability shall not be applicable to an exchange by the. Holder of the unredeemed balance of a Certificate called far redemption in part. SECTION 6: Book-Entr~Qnly Transfers and Transactions. Notwithstanding the provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transferlexchange 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 Haider of the Certificates on the Security Register for all purposes, including payment and notices, shall. be Cede & Ca., 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 D'I'C Participants. In the event DTC determines to discontinue serving as securities depositary for the Certificates or otherwise ceases to provide book-entry clearance and settlement of securities transactions in general ar the Ci#y~ 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 an 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, ~ and 5 hereof SECTION 7: I~xecution - Rerristratian. The Certificates shall be executed an 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. 80540315.114813678 (i Certificates bearing the rnanual ar 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 Cade, Chapter 1201, as amended. Na Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for .any purpose, unless there appears an such Certificate either a certificate of registration substantially in the farm provided in Section 9{c), 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 9(d}, manually executed by an authorized officer, employee ar 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 Certificatels). The Certificates herein authorized shall be initially issued either {i) as a single fully registered certificate in the total principal amount stated in Section 1 hereof 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-i and upward (hereinafter called the "initial Certificates)") and, in either case, the Initial Certificates} 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 beaming applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefox; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such other information and doeurnentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. (a} Forms Generally.. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrsr, and the form of Assignment to be printed an each ofthe 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 Uniforni Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends in the event the Certificates, ax any maturities thereof, are purchased with insurance and any reproduction of au opinion of counsel) thereon as may, consistently herewith, be established by the City or 805403t5.1~108i3678 determined by the officers executing such Certificates as evidenced by their execution. Any portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the certificate. The definitive Certificates and the Initial Certificates} shall be printed, lithographed, engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, ail as detet~nined by the officers executing such Certificates as evidenced by theix execution. (b) Farm of Certificates. REGISTERED REGISTERED NO. ~ UNITED STA"i'ES OF AMERICA. STATE OF TEXAS CI'T`Y OF NORTH RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE} REVENUE CERTIFICATE OF OBLIGATION', SERIES 2009 Certificate Date: Interest Rate: Stated Maturity: CUSIP NO: May 1, 2009 % February 15, 20 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 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 interest payment date next preceding the "Registration Date" of this Certificate appearing below (unless this Certificate bears a "Registration Date" as of an interest payment date, in which case it shall bear interest from such date, or unless the "Registration Date" of this Certificate is .prior to the initial interest payment date in which case it shad bear interest from the Certificate Date) at the per aivntun rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 1 S and August 15 in each year, commencing February 15, 2010, until maturity or prior redemption. Principal of this Certificate is payable at its Stated Maturity or upon its prior redemption to the registered owner hereof, upon presentation and surrender, at the Designated PaymentlTransfer Off ce of the Paying AgentlTtegistrar executing the registration certificate appearing hereon, or its successor; provided, however, while this Certificate is registered. to Cede & Co., the payment of principal upon a partial redemption. of the principal amount hereof may be accomplished without presentation and surrender of this 8U54Q313.I~t0813678 Certificate. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined iri the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by fine Paying Agent/R.egistrar 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 AgentlR.egistrar 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. 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 PaymentlTransfer pffice of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date far such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, ar 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. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange ar 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 $6,205,000 (herein referred to as the "Certificates") for the purpose of paying contractual obligations to be incurred for (i) constructing, improving and equipping NRH2O water park, {ii) purchasing equipment for fire service, including vehicles related thereto, (iii) constructing and improving the City of North Richland Hills' water and sewer system, (iv} constructing and improving City of North Richland Hills' streets and drainage improvements, and (v) professions! services rendered in relation to such projects and the financing thereof, under and in sfirict 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 "prdinance"}. The Certificates maturing an and after- February 15, 2020 may be redeemed prior to their Stated Maturities, at the option. of the City, in whole or in part in principal arnounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying AgentJRegistrar), on February 1 S, 2019 or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption. At least thirty {30) 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 accnied on the principal. amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agenfi/Registrar, interest shall cease to scenic and be payable from and after the redemption date on the principal amount redeemed. 805A03t5.1~t0&13678 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. Tf a Certificate is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be rewired to transfer such Certificate to an assignee of the registered owner ~crithin forty-five (45) days of the redernptian date therefor; provided, however, such limitation an transferability shall not be applicable to an exchange by the registered owner of the unredeemed balance of a Certificate redeemed in part. With respect to any optional redemption of the Certificates, unless moneys sufficient to pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall have been received by the Paying Agent/R.egistrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the receipt of such moneys by the Paying Agent/Registrar on or prior to tl~te date fixed for such redemption, or upon. the sa#isfaction of any prerequisites set forth in such notice of redemption; arid, if sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Certificates and floe Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Certificates have not been redeemed. The Certificates are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon. all taxable property in the City and from a limited pledge of the Net Revenues (as defined in the Ordinance) of the City's combined Waterworks and Sanitary Sewer System (the "System"}, such pledge of the Net Revenues for the payment of the Certificates being limited to an amount not in excess of $1,000 and, together with a parity pledge securing the payment of the Previously Issued Certificates, being junior and subordinate to the lien on and pledge of such Net Revenues securing the payment of "Prior Lien Obligations" {as 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 PaymentlTransfer Uffice of the Paying AgentlRegistrar, 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 605403 t5.1~10813b78 l 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 AgentlRegistrar 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 Warne 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 ofprincipal 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 AgentlKegistrar, 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 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. 8054U315:1~i 0813618 11 IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly executed under the official seal of the City as of the Certificate Date. CITY OF NORTI~ RICHLAND HILLS, TEXAS Mayor COUNTERSIGNED: City Secretary (SEAL) (c) Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Certificate(s~only. REGISTRATION CERTIFICA I'E 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) 8054031S.1~1OR13G78 12 {d) Farm of Certificate of Paying Agent/R.egistrar 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 certif cates 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 Dallas, Texas, or such office as may be designated for such purpose by the Paying Agent/Registrar ar any successor to its functions, is the "Designated. Payment/Transfer Office" for this Certificate. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Dallas, Texas, as Paying Agent/Registrar Registration Date: By: Authorized Signature {e} Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto {Print or typewrite name, address and zap 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 an 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. 84i~103t5.l./]08i3678 1 (fy The Initial Certificate(sl 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: REGISTERED NO. T-1 UNITED STATES OF AMERICA STATE OF TEXAS CITY OF NORTH RICHLAND HILLS, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM {LIMITED PLEDGE) REVENUE CERTIFICATE OF OBLIGATION, SERIES 2009 Certificate Date; May 1, 2009 Registered Owner: REGISTERED $b,205,000 Principal Amount: SIX Mi1LLION TWO HUNDRED FIVE THOUSAND DOLLARS The Gity of North Richland Hills (hereinafter refereed 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 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 redeemed prior to maturity) and to pay interest on the unpaid principal amounts hereof from the interest payment date next preceding the "Registration Date" of this Certificate appearing below at the per annum rate(s) of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 2010, until maturity or prior redemption. Principal. installments of this Certificate are payable at its Stated Maturity or on a redemption date to the registered owner hereof by The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the "Paying Agent/Registrar"), upon presentation and surrender, at its designated offices in Dallas, Texas (the "Designated Payrxxent/Transfer Office"). Interest is payable to the registered owner of this Certificate whose name appears on the "Security Register" .maintained by the Paying AgentlRegi.strar 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/Registrax 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 80540315.110813678 14 the risk and expense of, the registered owner. If the date for the payment of the principal of or interest an the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the Designated PaymentlTransfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such paymen# shalt 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 an the original date payment was due. Ail payments of principal of, premium, if any, and interest an 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: (a) The term "Certificates" shall mean the $6,205,000 "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2009" authorized by this Ordinance. {b) The term "Certificate Fund" shall mean the special Fund created and established under the provisions of Section l l of this Ordinance. (c) The terra "Collection Date" shall mean, when reference is being made to the levy and collection of artnual ad valorem tars, the date the annual ad valorem taxes levied each year by the Gity become delinquent. (d} The term "Fiscal Year" shall mean the twelve month financial accounting period for the System ending September 30th of each year; provided, however, the City, by ordinance, tray change the Fiscal Year to another period of not less than twelve calendar months. (e) 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 ar instrumentality of the United States, including obligations unconditionally guaranteed or insured by the agency ar instrumentality and, on the date of their acquisition ox 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 that, 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 ar its equivalent. (f) The terra "Gross Revenues" shall mean all income and revenues of every nature derived or received from the operation and ownership (excluding refundable meter deposits, restricted gifts and grants in aid, of construction, impact fees charged developers and special assessments against landowners} of the System, including earnings and income derived from the investment or deposit of moneys in any special funds or accounts created and established for the 805A0315_I~IOSt3678 1 5 payment and security of the Prior Lien Obligations and other obligations payable solely from and secured only by a lien on and pledge of the Net Revenues. (g) The term "Net Revenues" shall mean Grass Revenues of the System, with respect to any period, after deducting the System's Operating and Maintenance Expenses during such period. (h) The term "Operating and Maintenance Expenses" shall mean all current expenses of operating and maintaining the System, including all. salaries, labor, materials, .repairs and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City Council, reasonably and fairly exercised, are necessary to maintain the operations and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical accident or condition which would otherwise impair obligations payable from Net Revenues shall be deducted in determining "Net Revenues". Depreciation charges shall not be considered Operating and Maintenance Expenses. Operating and Maintenance Expenses shall include payments under contracts for the purchase of water supply, treatment of sewage or other materials, goods or services far the System to the extent authorized by law and the provisions of such contract. (i) The term "Outstanding" when used in this Ordinance with respect to Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Ordinance, except: {1) those Certificates cancelled by the Paying Agent/Registrar ar delivered to the Paying AgenttRegistrar for cancellation; {2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 20 hereof; and (3) those Certificates that have been mutilated, destroyed, lost or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 19 hereof. (j) The term "Previously Issued Certificates" shall mean the outstanding (i} "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1998", dated May 1, 199$, originally issued in the principal amount of $8,180,000; (ii) "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1999", dated April 1.5,1999, originally issued in the principal amount of $3,560,000; (iii} "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2000", dated May 1, 2000, originally issued in the principal amount of $2,315,000; (iv) "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2006", dated April 1 S, 2006, originally issued in the principal amount of $11,310,000, (v) "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 2007", dated April 1 S, 2007, originally issued in the principal amount of $2,705,000, and (vi) "City of North Richland Hills, Texas, Tax and Waterworks and Sewer 80540315.1~108I3678 16 System (Limited Pledge) Revenue Certificates of Obligation, Series 2008", dated April 1 S, 2008 originally issued in the principal amount of $4,750,000. (k) The term "Prior Lien. Obligations" shall mean all revenue bonds or other obligations, now outstanding and hereafter issued, payable froth and secured, in whole or in part, by a lien on and pledge of the Net Revenues of the System that is superior to the lien an and pledge of the Net Revenues of the System securing the Certificates, the Previously Issued Certificates, the Subordinate Lien Obligations and any obligations having a lien on and pledge of the Net Revenues of the System that is on an parity with the lien on and pledge of the Net Revenues of the System securing any of the Certificates, the Previously Issued Certificates, and the Subarduzate Lien Obligations. (l} The term "Subordinate Lien Obligations" shall mean all revenue bonds or other obligations now outstanding or hereafter issued payable from and secured, in whole or in part, by alien on and pledge of the Net Revenues of the System that is inferior to the lien on and pledge of the Net Revenues of the System securing the Priax Lien Obligations, the Certificates, the Previously Issued Certificates and any obligation having a lien an and pledge of the Net Revenues of the System that is on a parity with the lien an and pledge of the Net Revenues of the System securing any of the Prior Lien Obligations, the Certificates and the Previously Issued Certificates, including, but not limited to, 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, "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System Surplus Revenue Certificates of Obligation, Series 2002", dated April 15, 2002, originally issued in the principal amount of $b,745,000, "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System Surplus Revenue Certificates of Obligation, Series 2003", dated April 15, 2003, originally issued in the principal amount of $3,700,000, and "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System Surplus Revenue Certificates of Obligation, Series 2004", dated April 15, 2004, originally issued in the principal amount of $b85,000. (m) The term "System" shall mean all properties, facilities and plants currently owned, operated and maintained by the City for the supply, treatment and transmission of treated potable water and the collectiozl, treatment and disposal. of water-carried wastes, together with all future extensions, improvements, replacements and additions thereto; provided, however, that notwithstanding the foregoing, and to the extent now ar hereafter authorized or permitted by law, the term "System" shall hat mean to iticiude facilities of any kind which are declared not to be a part of the System anal which are acquired or constructed by or on behalf of the City with the proceeds from the issuance of "Special Facilities Bonds", which are hereby defined as being special revenue obligations of the City which are not Prior Lien Obligations but which are payable from and secured by other liens on and pledges of any revenues, sources ar payments, not pledged to the payment of the Frior Lien Obligations including, but not limited to, special contract revenues or payments received from any other legal entity in connection with such. facilities. SECTION 11: Certificate Fund. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption and re#irement of the Certificates, there shall be and is hereby created a special account or fund on the books and retards of the City known as the 805403 t5.7~10813678 1 ~ "SPECIAL SERIES 2009 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 a depository bank of the City. The Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Director of Finance, and City Secretary of the City, individually or jointly, 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 became due and payable, and, shall cause to be transferred to the Paying AgenURegistrar from moneys on deposit in the Certificate Fund an amount sufficient to pay the amount of principal andlor 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 Faying AgentlRegistrar an or before the last business day next preceding each interest and principal payment date far 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, as amended) relating to the investment of "bond proceeds"; provided. that all such investments shall be made in such a manner that the money required to be .expended from said Fund will be available at the proper time or times. All interest and income derived from deposits and investments in said Certificate Fund shall be credited- to, and any losses debited to, the said Certificate Fund. All such investments shall. be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION i2: Tax Levy. Ta provide far the payment of the "Debt Service Requirements" on the Certificates being (i) the interest on said Certif cafes and (ii} a sinking fund far their redemption at maturity ar a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied a sufficient tax, v~ithin the limitations prescribed by law, on each one hundred dollars' valuation of taxable property in said City, adequate to pay such Debt Service Requirements while the Certificates remain tlutstanding, full allowance being made far 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 far such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. The amount of t~uces to he 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 afl:er (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 80340315.I~f0813678 1 8 Debt Service Requirements prior to the Collection Date far the ad valorem taxes to be levied. (2) The amount of Net Revenues of the System, appropriated and to be set aside far the payment of the Debt Service Requirements an the Certificates between the Collection Date for the taxes then to be levied and. the Collection Date far the taxes to be levied during the next succeeding calendar year. (3) The amount of Debt Service Requirements to became 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 arnouut of taxes to be levied annually each year to pay the Debt Service Requirements an the Certificates shall be the amount established in paragraph (3} above less the sum total of the amounts established in paragraphs (1) and (2), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 13: Limited Pledge of Net Revenues. The City hereby covenants and agrees that, subject to the prior lien on and. pledge of the Net Revenues of the System to the payment and security of Prior Lien Obligations, the Net Revenues of the System. in an aggregate amount not to exceed $1,000 are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates, and the limited pledge of $1,000 of the Net Revenues of the System. herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the System in accordance with the terms and provisions hereof and shall be on an parity in all respects with. the lien on the Net Revenues securing the payment of the Previously Issued Certificates. Furthermore, such lien on and pledge of the Net Revenues securing the payment of the Certificates shall constitute a lien. on the Net Revenues of the System until such time as the City shall pay all of such $1,000, after winch time the pledge shall cease, all in accordance with the terms and provisions hereof and be valid and binding without further action by the City and without. any filing or recording except for the filing of this Ordinance in the records of the City. SECTION 14: astern 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 far the payment and security of the Prior Lien Obligations) shall be deposited as collected into a fund maintained. at an off cial depositary of the City and known vn the books of the City as the "Water and Sewer 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 fallowing purposes and in the order of priority shown, to wit: First: To the payment of all necessary and reasonable Operating and Maintenance Expenses of the System as defined herein ar required by statute to be a first charge on and claim against the Gross Revenues of the System. Second: Ta 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 80590315.1/IOi313678 19 Obligations in accordance with the terms and provisions of the ordinances authorizing the issuance of Frior Lien Obligations. Third: To the payment, equally and ratably, of the limited amounts pledged to the payment of the Previously Issued Certificates and the Certificates. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or malting adequate and sufficient provision for the payment thereof, may be appropriated and used for payment of the Subordinate Lien Obligations and then for any other City purpose now or hereafter permitted by law. SECTION 15: Security 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 an deposit in such Funds shall. be used only for the purposes permitted by this Ordinance. SECTION 16: Special Covenants. The City hereby further covenants as follows: (a} It has the lawful power to pledge the Net Revenues of the System to the payment of the Certificates in the manner herein contemplated and. has lawfully exercised such power under the Constitution and laws of the State of Texas, including said power existing under V.T.C.A, Government Code, Sections 1502.056 and 1502.05& and V.T.C.A., Local Government Code, Sections 271..041, et seq. (b) Other than far the payment of the Prior Lien Obligations, the Previously Issued Certificates, the Certificates and the Subordinate Lien Obligations, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System. SECTION 17: Issuance of Prior Lien Obli~atians. The City 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. Prior Lien Obligations hereafter issued may be payable, in whole or in part, from the Net Revenues {without impairment of the obligation of contract with the Holders of the Certificates) upon such terms and conditions as the City Council may determine. Additionally, the City reserves the right to issue (a) obligations payable, in whole or in part, from the Net Revenues of the System and, to the extent provided, 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 Certificates and the Previously Issued Certificates and (b) Subordinate Lien Obligations. SI/CTION 18: 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 anal covenants contained in the ordinances authorizing the issuance of the Prior Lien Obligations, 80540315.t/tU811G7% 20 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 19: Mutilated, Destroyed, Lost and Stolen Certificates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying AgentfR.egistrar may execute and deliver a replacement Certificate of Like form and tenor, and in the salve denomination. and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, ar 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 Faying AgentlRegistrar of evidence satisfactory to the Paying Agent/Registrax 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, last, or stolen Certificates. The provisions of this Section are exclusive and shall. preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Certificates. SECTION 20: Satisfaction of Obli ag~tion 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 an 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 he discharged and. satisfied. Certificates or any principal amounts} thereof sha11 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 ox 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 AgentlRegistrar, or an authorized escrow agent, or (ii) Cravernrrlent Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, ar an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to .mature as to principal and interest in such. amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof 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 80540315.1~1OS1367$ ~ 1 made of any such deposit which would cause the Certificates to be treated as "arbitrage bonds" within the meaning of Sec#ion 14$ of the Internal Revenue Code of 19$5, as amended, or regulations adopted pursuant thereto. Any moneys sa deposited with the Paying Agent/Registrar, or an authorized escrow agent, and all income from Government Securities held intrust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not requured 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 far 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 AgentfRegistrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. SECTION 2l : 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 and in Section 37 hereof. The City may, without the consent of or notice to any Holders, .from time to time and at any time, amend. this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a majority in aggregate principal amount of the Certificates then Outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all IIoiders 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 teens of payment of the principal of, premium, if any, or interest an the Certificates, {2) give any preference to any Certificate over any other Certificate, or {3) reduce the aggregate principal amount of Certificates required to be held. by Holders for consent to any such amendment, addition, or rescission. SECTION 22: Covenants to Maintain Tax-Exempt Status. (a} 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 l ,148-1 {b) of the Regulations. 805403t5.1I10$13b78 ~2 "Gross Proceeds" means any proceeds as defined in Section 1.148-1 {b} of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Certificates. "Investment" has the meaning set forth in Section 1.14$-1(b} of the Regulations. "Nonpurpose Investment" means any investment property, as defined in section i48{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, ar 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) Nat 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 prapei-ty 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 Cade, 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 th.e interest on any Certificate, the City shall comply with each of the specific covenants in this Section. (c) No Private Use ar 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 Certif cotes: {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 ptablic) or any property acquired, constructed ox improved with such Gross Proceeds in any activity carried an by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person. or entity who is treated as using Gross Proceeds of the Certificates or any 8(15A03i 5.110813678 23 property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Grass Proceeds, other than taxes of general application within the Ciry or interest earned on investments acquired. with. sLlch Gross Proceeds pending application far their intended purposes. (d) No Private Laan. Except to the extent permitted. by section 141. of the Code and the Regulations and rulings thereunder, the City shall not use Grass 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 ax entity in a transaction which creates a debt far federal income tax purposes; {2) capacity in ar service from such property is committed to such person or entity under stake-or-pay, output ar similar contract or arrangement; or (3) indirect benefits, ar burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed ar improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. {e) Not to Invest at Hi hu er 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 ar indirectly invest Grass 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 Federall~Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take. ar 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(fj of the Code and the Regulations and rulings thereunder; (l) The City shall account for all Grass 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 thereofl and shall retain all records of accounting far 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. 805d0315.1~10813b78 24 (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set faith in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Certificates until six years after the final Camputation 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 construction fund, other appropriate fund or, if permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the Certificate Fund, 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 1.14$-3(e}(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the ease 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 l48(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 he 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 disc:avery of the error), including payment to the United States of any additional Rebate Amount awed 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) llections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Director of Finance or 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 Certificates,. in the Certificate as to Tax Exemption or similar ar other appropriate certificate, form or document. xosaa3as.~hosi~~rs 2S (k) Qualified Tax Exempt Obligations. In accordance with the provisions of paragraph (3) of subsection (b} of Section 265 of the Code, the City hereby designates the Certificates to be "qualified tax exempt obligations" in that the Certificates are not "private activity bonds" as defzned in the Cade and the reasonably anticipated amount of "qualified tax exempt obligations" to be issued by the City (including all subordinate entities of the City} far the calendar year 2009 will not exceed $30,000,000. SECTION 23: Sale of Certificates. Pursuant. to a public sale for the Certificates, the bid submitted by (herein referred to as the "Purchasers' is declared to be the best bid xeceived producing the lowest true interest cast rate to the City, and the sale of the Certificates to said Purchasers at the price of par and accrued interest to the date of delivery, plus a premium of $ is lrereby approved and confirmed. Delivery of the Certificates to the Purchasers shall occur as soon as passible upon payment being made therefor in accordance with the terms. of sale. SECTION 24: Official. Statement Approval. The use of the Official Statement by the Purchasers in connection with. the public offering and sale of the Certificates is hereby ratified, confirmed and approved in all respects. The final Official Statement, which reflects the terms of sale, (together with such changes approved by the Mayor, Mayor Pro Tem, City Manager, Assistant 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 Offzcial Statement, dated May ll, 2009, in the reoffering, sale and delivery of the Certificates to the public. SECTION 25: Proceeds of Sale. The proceeds of sale of the Certificates (less accrued interest and premium in the amount of $ received from the Purchasers and amounts to pay costs of issuance} shall be deposited in a construction fund maintained at a depository bank of the City. Pending expenditure far 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, as amended, including guaranteed investment contracts permitted by V.T.C.A., Section 2256.015 et seq., and the City's investment policies and guidelines, and, subject to the provisions of Section 22{h) hereof, 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 in the amount of $ received from the Purchasers as well as any surplus proceeds of sale of the Certificates, including investment earnings on the construction fund, remaining after completion of all authorized projects or purposes and paying or making provision for the payment of the amounts owed ,pursuant to Section 22(h) hereof shall be deposited to the credit of the Certificate Fund. SECTION 26: Control and Custod oy f 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 Certiftcate(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. 805403tS.t~10813678 26 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 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 far 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 equiwalent 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 xeplacement, 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 ar registered and delivered which the City may have acquired in any rnanner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying AgenttRegistrar. All cancelled Certificates held by the Paying AgentlRegistrar shall be returned to the City. SECTION 29; $ond Counsel's Qpinion. 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 #o be dated and delivered as of the date of delivery anal payment far the Certificates. An executed counterpart of said opinion shall accompany the global certificates deposited with The Depositary Trust Company ar 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 thexeaf 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 AgentlRegisriar 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 sale and exclusive benefit of the City, the Paying AgentlRegistrar and the Holders. 805403tS,i~t0813G78 ~7 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. SECTION 34: Effect of Headings. The Section headings herein are for convenience of reference only and shall riot affect the construction hereof SECTION 35: Col~struction 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: 5everability. 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: Continuin Dg isclosurc Undertaking. (a) Definitions. As used u~ this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemalcing 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 Kule 1Sc2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "SIll" means any person designated by the State of Texas or an authorized. department, officer, ar agency thereof as, and determined by the SEC or its staff. to be, a state information depositary within the meaning ofthe 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, 2009) 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 B hereto. Financial statements to be provided shall be (l) prepared in accordance with the accounting principles described in Exhibit 8 hereto and (2} audited, if the City colrimissions 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 $OS403lS.1~10813678 ~$ 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 NRMSTR 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 nperating 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 ar filed with the SEC. {c) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Certificates, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Nan-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 ar liquidity providers, or their failure to perform; G. Adverse tax. opinions nr events affecting the tax-exempt status of the Certificates; 7. Modif cations 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 MSRF~, in a timely manner, of any failure by the City to provide financial information nr 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." 80540315.1]0813678 ~~ 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, shad give any benefit ox 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. snake 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. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. Notwithstanding anything herein to the contrary ,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 ar interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and {2) either (a) fihe Holders of a majority in aggregate principal amount (ar 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 uruzffiliated 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 deternines that such provisions are invalid, but only if and to the extent that reservation of the City's right to da sa would not pxevent underwriters of the initial public offering of the Certificates from lawfully purchasing or selling Certificates in such offering. If the City sa amends the provisions of this Section, it shall include with any amended financial information. ar operating data next provided. Ill accordance with subsection {b} an explanation, in narrative form, of the reasons for the 80540315.110813678 3~ amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 38:.Further Procedures. Any one or more of the Mayar, Mayor Pro Terri, City Manager, Assistant City Manager, Director of Finance, and City Secretary are hereby expressly authorized, empowered and directed from. time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and on behalf of the City all agreements, instruments, certificates or other documents, whether mentioned herein or not, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance and the issuance, sale and delivery of the Certificates. In .addition, prior to the delivery of the Certificates, the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Director of Finance, City Secretary or Bond Counsel to the City are each hereby authorized and directed to approve any changes or corrections to this Ordinance or to any of the documents authorized and. approved by this Oxdiriaxice: (t) in order to cure any ambiguity, formal defect, ar omission in the Ordinance or such other document, or (ii) as requested by the Attorney General of the State of Texas or his representative to obtain the approval of the Certificates by the Attorney General. In the event that any officex of the City whose signature shall appear on any document shall. cease to be such officer before the delivery of such document, such signature nevertheless shall be valid and sufficient. for all purposes the same as if such officer had. remained in office until such delivery. SECTION 39: 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. SECTION 40: Effective Date. This Ordinance shall take effect and be in full force from and. after its adoption on the date shown below in accordance with V.T.C.A., Government Code, Section 1201.028, as amended, [remainder of pale left b~a>7k intenttanadlyJ 80540315.110813678 ~ 1 PASSED AND ADOPTED, this May 11, 2009. CITY OF NORTH RICHLAND HILLS, TEXAS Mayor ATTEST: City Secretary (City Seal) APPROVED AS TO LEGALI'T'Y: City Attorney APPROVED AS TO CONTENT: Director of Finance sasaoa ts, i/ios is6~a S-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT 80540315.110813678 A-1 >EX'iiIBIT $ Dl/SCRIPTTON OF ANNUAL FINANCIAL 1NFORlvIATION The following information is referred to in Section 37 of this Ordinance. Annual Financial Statements and Operating rata The financial information and operating data wifli 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: I. The financial statements of the City appended to the Offacial Statement as Appendix B, but for the rrlast recently concluded fiscal year. 2. The information contained in Tables 1 through b and S through 15 in the Official Statement 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. 80540315.1110813678 B-1 PAYING AGENTIREGISTRAR AGREEMENT" THIS AGREEMENT entered into as of May Il, 2409 (this "Agreement"), by and between The Bank of New Park Mellon Trust Company, N.A., Dallas, Texas, a banking association duly organized and existing under the Laws of the United States of America {the "Bank") and the City of North Richland Hills, Texas (tlle "Issuer"), RECITALS WHEREAS, the Issuer has duly authorized and. provided for the issuance of its "City of North Richland Hills, Texas, Tax and Waterworks and Sewer System {Limited Pledge) Revenue Certificates of Obligation, Series 2009" (the "Securities"), dated May 1, 2009,. such. Securities scheduled to be delivered. to the initial purchasers thereof on or about June 16, 2009; 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 AgentlR.egistrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section. LOl Aynointment. 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 "Authorizing Document" (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 an 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 Authorizing Document. The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar fax the Securities. Section 1"02 ConznensaNon. As compensation .for the Bank's services as Paying AgentJRegistrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto, 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 80542999.1~10813G78 the provisions hereof (including the reasonable compensation and the expenses and disbuxsements of its agents and counsel). ARTICLE TWO DEFIi~TITIONS Section 2.111 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. "Authorizing Document" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, as the same may be amended or modified, including any pricing certificate related thereto, certified by the secretary or any other officer of the Issuer and delivered to the Bank. "Bank Office" means the designated office of the Bank at the address shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any change in location of the Banlc Office. "Fiscal Year" rneaa~s 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, Assistant City Manager, or Director of Finance, any one ar 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 ox 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 land, 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 Authorizing Document). 80542999.1~1~813678 "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 Authorizing Document. ~ . "Responsible Officer", when used with respect to the Bank, means the Chairrrlan 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 far the registration and transfers of Securities. "Stated Maturity" means the date specified in the Authorizing DocLUnent the principal. of a Security is scheduled to be due and payable. Section 2.02 ©ther Definitions. The terms "Bank," "Issuer," and ."Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement, The term "Paying AgentlRegistrar" refers to the Bank in the performance of the duties and functions of this Agreerrlent. ARTICLE THREE PAYING AGENT Section 3.01 Duties of Paving Agent. As Paying Agent, the Bank shall pay, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption. Date ox Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following address: First Class/ l~egisteredlCerti6ed Express Delivery Only By Hand Only The Bank ofNew York The Bank ofNew York Mellon The Bank ofNew York Mellon Mellon Trust Company, N.A. Trust Company, N.A. Trust Company, N.A. Global Corporate Trust Global Corporate Trust Global Corporate Trust P. O. Box 2320 2001. Bryan. Street, nth Flaar Corporate Trust Window Dallas, Texas 75221-2320 Dallas, Texas 75201. 101. Barclay Street, 1st Floor East New York, New York 10286 As Paying Agent, the Bank shall, provided adequate collected fluids have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on 80542999.1~10813b18 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 (as defined in the Authorizing Document}. 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 Dotes. The Issuer hereby instructs the Bank to pay the principal of and interest an the Securities on the dates specified in the Authorizing Document. ARTICLE FOUR REGISTRAR Section 4.01 Security Resister -Transfers and Exchanges. The Bank. agrees to keep and maintain for and an behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") far 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 an 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 the Bank may prescribe. All transfers, exchanges and replacements of Securities shall be Hated 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 ar a member of the National Association. of Securities Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by the Halder thereof or his .agent duly authorized. in wri#ing. 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 transfex by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not mare than three (3) business days after the receipt of the Securities to be cancelled in an exchange ar 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 Securities. 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 th.e Bank for debt securities of other governments or corporations for which it serves as registrar, or that is maintained far its awn securities. $0542~.1~1081367$ Section 4.03 Farm of Security Register. The Bank, as Registrar, ~vilI 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 farm other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written farm ar in any other form capable of being converted into written farm within a reasonable time. Section. 4.04 List ©f Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open fnr busttiess, provided that reasonable time is allowed the Bank to provide an up-ta-date listing ar 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 xelease 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 4A5 Return of Cancelled Securities. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange for which. other Securities have been issued, or which have been paid. Sec#ion 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, ar stolen Securities as long as the same does not result in an overissuance. In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute and deliver a replacement Security of like farm and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution far such. mutilated Security, or in lieu of and in substitution far such mutilated, destroyed, lost ar 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, lass 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, 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 80542999.110813678 5 exchange of any Securities pursuant to Seetian 4.01, and Securities it has delivered i;n exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06. ARTICLE FI'~E THE BANK Section 5.01 lluties of Bank. The Bank undertakes to perform the duties set firth herein and agrees to use reasonable care in the performance (hereof. Section 5.02 Reliance on Documents, F.tc. (a} The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates ar opinions furnished to the Bank. (b} The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, artless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c} No provisions of this Agreement shall require the Bank to expend or risk its awn 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 finds or adequate indemnity satisfactory to it against sack risks or liability is not assured to it. (d} The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, band, note, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party ar 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 iristructian 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, Hole, security or other paper or document supplied by the Issuer. (e} The Bank may consult with counsel, and the written advice of such counsel ar any opinion. of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The $ank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attonYeys of the Bank. (g} The Bank is also authorized to transfer funds relating to the closing and initial delivery of the Securities in the manner disclosed in the closing memorandum or letter as prepared by the Issuer's financial advisor or other agent. The Bank may act on a facsimile or e- mail transmission of the closing memorandum or letter acknowledged by the financial advisor or the Issuer as the final closing memorandum or letter. The Bank. shall not be liable for any losses, 80542999.1~108L3618 costs or expenses arising directly ar indirectly from the Bank's reliance upon and compliance with such instructions. Section 5.0~ 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 far their correctness. The Bank shall in no event be liable to the Issuer, any Holder or I-Iolders of any Security, or any other Person far any amount. due on any Security from its awn funds. Section 5.04 Mav Hold Securities. The Bank, in its individual ar 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 nat. the Paying Agent/R.egistrar, or any other agent. Section S.OS Moneys .Held by Bank - Paving Agent Account/Collateratizatron. A paying agent account shall at all times be kept and maintained by the Bank for the receipt, safekeeping, and disbursement of moneys received from the Issuer under this Agreement far the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collateralized by secrlrities or obligations which qualify and are eligible under both the laws of the State of Texas and the laws of the United States of America to secure and 6e pledged as collateral for paying agent accounts to the extent such money is not insured by the Federal Deposit Insurance Cazporation. Payments made from such paying agent account shall be made by check drawn. on such account unless the owner of the Securities shall; at its own expense and risk, request an alternative method of payment. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of the principal af, premium (if any), ar interest on any Security and remaining unclaimed for three years aftex final maturity of the Security has become due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the Texas Property Cade, as amended. The Bank shall have no liability by virtue of actions taken in corpliance with this provision. The Bank is not obligated to pay interest on any money received by it under this Agreement. 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 S.aG Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and bald i# harmless against, any lass, 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 tlae exercise or performance of any of its powers ar duties under this Agreement. 80542999.1~10813b78 ~ Section 5.07 Internleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy aver 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 is Section b.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of Texas to determine the rights of any Person claiming any interest herein. In the event the Bank becomes involved in litigation in connection with this Section, the Issuer, 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. The obligations of the Bank under this Agreement shall be performable at the principal corporate office of the Bank in the City of Dallas, Texas. Section 5.08 DTC Services, It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depositary Trust Company" services or equivalent depositary 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 Seetipn 6.01 Amendment. This Agreement may be amended only by an agreement in writing signed. by both of the parties hereto. Section 6.02 Assilrnment. 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 Bax~lc shall be mailed or delivered to the issuer or the Bank, respectively, at the addresses shown an the signature page hereof. Section 6.04 Effect of Headings. The Article and Section headings herein are far convenience of reference only and shall not affect the construction hexeof. Section 6.05 Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether sa expressed ar nat. Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining pzavisions shall not i.n any way be affected or impaired thereby. 80id2~19.1~10813678 Section 6A? Meraer, Conversion. Consolidation, or Succession. Any corporation or association into which the Bank may be merged or converted or with which it may be consolidated, ax any corporation or association. resulting from any merger, conversion, or consolidation to which the Bank shall be a party, or any corporation or association succeeding to all or substantially all of the corporate trust business of the Bank shall be the successor of the Bank as Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of either parties hereto. Section 6.08 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. ar equitable right, remedy, ar claim hereunder. Section 6.09 Entire Agreement. This Agreement and the Authorizing Document constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/R.egistrar and if any conflict exists between this Agreement and the Authorizing Document, the Authorizing Document shall govern. Section 6.10 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 6.1.1 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 parry shall pat be effective until (a) a successor Paying AgentlRegistrar has been appointed by the Issuer and such appointment accepted and (b} notice has been given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. However, if the Issuer fails to appoint. a successor Paying AgentlRegistrar within a reasonable time, the Bank may petition a court of competent jurisdiction within the State of Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay ar 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 the other pertinent books and retards 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 fallowing the termination of this Agreement. Section 6.12 Governin~_~aw. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. [remaPnder o, f page left blank intentaortallyJ 80542999.1/1Q$l3678 TN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Dallas, Texas sy: Title: Address: 2001 Bryan Street, 9«' Floor Dallas, Texas '15201 Attest: Title: CITY OF NORTH RICHLAND HILLS, TEXAS BY: Mayor Address: P. O. Box 820609 North Richland Hills, Texas 76182-0609 Attest: City Secretary sosaz~.1/~as~36~s [signature page of Paying Agent/Registrar Agreement] CITY OF NORTH R/CHLAND HILLS Department: City Manager's Office Presented by: Karen Bostic Council Meeting Date: 5-11-2009 Agenda No. F.3 Subject: GN 2009-027 Nomination for Vacancy on Tarrant Appraisal District Board of Directors, Resolution No. 2009-016 There is a vacancy on the five member Tarrant Appraisal District Board of Directors as a result of the passing of Harold Patterson. Mr. Patterson was appointed to the Board in 2004 and was serving his fifth year when he passed away. Section 6.03(1) of the Tax Code provides the method by which a vacancy should be filled. It states that if a vacancy occurs on the board of directors, each taxing unit that is entitled to vote may nominate, by resolution adopted by its governing body, a candidate to fill the vacancy. The Chief Appraiser will compile a list of the nominees and present this list to the board of directors, who then elect by majority vote of its members one of the nominees to fill the vacancy. Members of the board of directors serve two-year terms beginning on January 1 of even-numbered years. A request has been made by Richard Davis and the Birdville Independent School District Board of Trustees that the City of North Richland Hills nominate Tommy Brown to fill the position vacancy. BISD Trustees also nominated Mr. Brown. Mr. Brown was Mayor of North Richland Hills from 1988 to 1998. He was born and raised in Fort Worth. He graduated from Texas Wesleyan College with a B.A. Degree. He moved to North Richland Hills in 1958 and owned his own business for 27 years before retiring. He is past president of the Tarrant County Mayors' Council, served on the Texas Municipal League Board of Directors, and the TML Legislative Policy committee on Public Safety. He served as Chairman of the North Richland Hills Park and Recreation Facilities Development Corporation, the North Richland Hills Crime Control and Prevention District and served on the Regional Transportation Council and remains very active in the Northeast Lions Club. If Council approves Resolution No. 2009-016, it will be forwarded to Jeff Law, Chief Appraiser with Tarrant Appraisal District. Recommendation: Approve Resolution No. 2009-016 NFZH RESOLUTION NO. 2009-016 WHEREAS, there is a vacancy on the five member Tarrant Appraisal District Board of Directors as a result of the recent passing of one of its members WHEREAS, a request has been made by Richard Davis and the Birdville Independent School District Board of Trustees that the City of North Richland Hills nominate Tommy Brown to fill the position vacancy and the Tarrant Appraisal District Board of Directors. WHEREAS, Mr. Brown was Mayor of North Richland Hills from 1988 to 1998. He was born and raised in Fort Worth. He graduated from Texas Wesleyan College with a B.A. Degree. He moved to North Richland Hills in 1958 and owned his own business for 27 years before retiring. He is past president of the Tarrant County Mayors' Council, served on the Texas Municipal League Board of Directors, and the TML Legislative Policy committee on Public Safety. He served as Chairman of the North Richland Hills Park and Recreation Facilities Development Corporation, the North Richland Hills Crime Control and Prevention District and served on the Regional Transportation Council and remains very active in the Northeast Lions Club. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: SECTION 1. THAT the City Council of the City of North Richland Hills nominates Tommy Brown to fill the vacant position on the Tarrant Appraisal District Board of Directors. PASSED AND APPROVED this the 11th day of May, 2009. ATTEST: Patricia Hutson, City Secretary CITY OF NORTH RICHLAND HILLS By: Oscar Trevino, Mayor APPROVED AS TO FORM AND LEGALITY: George A. Staples, City Attorney APPROVED AS TO CONTENT: Karen Bostic, Assistant City Manager CITY OF NORTH R/CHLAND HILLS Department: Emergency Management Presented by: Sean Hughes Council Meeting Date: 5-11-2009 Agenda No. F.4 Subject: GN 2009-028 Consider authorizing the City Manager to sign an updated radio agreement with the City of Fort Worth to continue Public Safety radio service Currently the City of North Richland Hills is participating in an agreement with the City of Fort Worth related to the Public Safety Radio system. The current agreement was signed in December 1992. Later this year, each of the 800 MHz Public Safety radios which are owned by the City of North Richland Hills will go through a rebanding process to update and retune each radio. These radios utilize the City of Fort Worth's radio system. The City of North Richland Hills pays an annual fee, authorized by the City Council, to operate our Public Safety radios on this system. A new agreement has been submitted by the City of Fort Worth in conjunction with this rebanding project. This new agreement is being updated at this time, in coordination with the re-banding, to reflect current information. Specific changes to the agreement include: 1. Specifically define who specifically owns the various pieces of radio equipment. 2. Specify the approved equipment that shall be on each radio. 3. Specify the standard talk groups that are required to be in each radio in order to maintain radio interoperability across the state. As with the original agreement, this agreement can be cancelled by either party in writing with 90 days notice. Recommendation: To authorize the City Manager to sign the updated radio agreement with the City of Fort Worth to continue Public Safety radio service. THE STATE OF TEXAS COUNTY OF TARRANT KNOW ALL BY THESE PRESENTS COMMUNICATIONS SYSTEM AGREEMENT This COMMUNICATIONS SYSTEM AGREEMENT (the "Agreement") is made and entered into by and between the City of Fort Worth ("Fort Worth" or "CFW") acting herein by and through its duly authorized Assistant City Manager, and City of North Richland Hills ("USER"), acting herein by and through its duly authorized City Manager, individually referred to as a "party," collectively referred to herein as the "parties." The CFW or Fort Worth shall include all employees, directors, officials, agents, and authorized representatives. USER shall include all employees, directors, officials, agents, and authorized representatives. RECITALS WHEREAS, this Agreement is made under the authority of Sections 791.001- 791.029, Texas Government Code; and WHEREAS, each governing body, in performing governmental functions or in paying for the performance of governmental functions hereunder, shall make that performance or those payments from current revenues legally available to that party; and WHEREAS, each governing body finds that the subject of this Agreement is necessary for the benefit of the public and each has the legal authority to perform and to provide the governmental function or service which is the subject matter of this Agreement; and WHEREAS, each governing body finds that the performance of this Agreement is in the common interest of both parties and that the division of costs fairly compensates the performing party for the services or functions under this Agreement; and WHEREAS, Fort Worth owns, operates, and maintains Trunked Voice Radio Systems for the purpose of providing Public Safety voice radio communications and is the sole licensee of the CFW Trunked Voice Radio Systems with all privileges and responsibilities thereof. NOW THEREFORE, Fort Worth and USER agree as follows: 1. GRANT OF LICENSE Fort Worth hereby grants the USER specific permission to operate its owned field radio equipment or equipment attached and/or interfaced to the CFW Trunked Voice Radio Systems (the "System") infrastructure in accordance with the specific details and requirements for use as set forth in "Exhibit A, Terms of Use," which is attached hereto, incorporated herein, and made a part of this Agreement for all purposes. Failure to comply with these specific details and requirements may result in the immediate withdrawal of the specified permissions. 2. TERM This Agreement shall being upon the last day executed by all authorized parties an shall continue in full force and effect unless terminated in accordance with the provisions set forth herein. 3. COMPENSATION USER shall remit payment to Fort Worth in the amount and manner set forth in Exhibit A. 4. LIABILITY Nothing in the performance of this Agreement shall impose any liability for claims against Fort Worth or USER other than claims for which liability may be imposed by the Texas Tort Claims Act. 5. INDEPENDENT CONTRACTOR It is expressly understood and agreed that USER shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, USER shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. USER acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and USER, its officers, agents, employees, servants, contractors and subcontractors. USER further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and USER. 6. NON-APPROPRIATION OF FUNDS Fort Worth and USER will use best efforts to appropriate sufficient funds to support obligations under this Agreement. However, in the event that sufficient funds are not appropriated by either party's governing body, and as a result, that party is unable to fulfill its obligations under this Agreement, that party (i) shall promptly notify the other party in writing and (ii) may terminate this Agreement, effective as of the last day for which sufficient funds have been appropriated. 7. RIGHT TO AUDIT USER agrees that the City shall, until the expiration of three (3) years after termination of this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers, records, and communications of the USER involving transactions relating to this Agreement at no additional cost to the City. USER agrees that the City shall have access during normal working hours to all necessary USER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give USER reasonable advance notice of intended audits. 8. ASSIGNMENT USER shall not have the right to assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. Which such right shall be granted solely at the discretion of the City. 9. NO WAIVER The failure of either party to insist upon the performance of any provision or condition of this Agreement or to exercise any right granted herein shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 10. AMENDMENTS No amendment to this Agreement shall be binding upon either party hereto unless such amendment is set forth in writing, and signed by both parties. 11. SEVERABILITY If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 12. CONFIDENTIAL INFORMATION To the extent, permitted by law, USER for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. USER shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. USER shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 13. FORCE MAJEURE The parties shall exercise their best efforts to meet their respective duties and obligations hereunder, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any state or federal law or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems or existing contractual obligations directly related to the subject matter of this Agreement. 14. GOVERNING LAW /VENUE This Agreement shall be construed in accordance with the laws of the State of Texas. Venue for any action brought on the basis of this Agreement shall lie exclusively in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas -Fort Worth Division. In any such action, each party shall pay its own attorneys' fees, court costs and other expenses incurred as a result of the action. 15. SIGNATURE AUTHORITY The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 16. ENTIRETY OF AGREEMENT This written instrument, including all Exhibits attached hereto, contains the entire understanding and agreement between Fort Worth and USER as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with this Agreement. This Agreement may not be amended unless set forth in writing and signed by both parties. [Signature Page Follows] EXECUTED IN MULTIPLE ORIGINALS on this the day of , 2009. CITY OF FORT WORTH: CITY OF NORTH RICHLAND HILLS: By: Karen L. Montgomery Assistant City Manager Date: ATTEST: By: Marty Hendrix City Secretary APPROVED TO FORM AND LEGALITY: By: Maleshia B. Farmer Assistant City Attorney Contract Authorization: M&C: Date Approved: By: Larry J. Cunningham City Manager Date: ATTEST: By: Patricia Hutson City Secretary APPROVED TO LEGALITY: By: George Staples City Attorney EXHIBIT A CATEGORY 1, TERMS OF USE The following definitions shall have the meanings set forth below and apply to this Agreement and the Terms of Use set forth herein: DEFINITIONS "Infrastructure Support Fee" shall mean the annual fee charged by CFW to offset any actual increased costs incurred by the City in the operation and maintenance of the radio systems. The annual Infrastructure Support Fee is billed per active subscriber radio ID, payable in advance on an annual basis for all active radio IDs issued to USER at the time of the annual billing. Invoicing will occur when new Radio IDs are issued on a pro-rata basis, and thereafter, at the beginning of each CFW fiscal year. There will be no refunds or credits for radios removed from service during the year billed. "Private Call" shall mean a trunked radio system feature that reserves channel resources specifically for conversations between two subscriber radios. Due to the radio infrastructure resource allocations required by "Private Call," this feature is normally not permitted on the City's trunked voice radio systems. "Subscriber Radio" shall mean a control station (desk top radio), mobile radio, or portable radio, which has a unique identification number and is programmed to operate on the CFW Trunked Voice Radio System. "System Affiliation Fee" shall mean anon-recurring, non-refundable fee for each new radio added to the system per radio identification (ID) number. "Talk Group" shall mean a specific group of subscriber units allowed to communicate privately within that group over shared infrastructure resources. TERMS OF USE 1. The installation and maintenance of the CFW Trunked Voice Radio Systems infrastructure equipment is the responsibility of CFW unless otherwise stated in this Agreement. 2. The CFW is the holder of the FCC (Federal Communications Commission) license(s) that the CFW Trunked Voice Radio Systems uses for its operation. There shall be no interpretation, nor shall it be construed, that USER of the Trunked Voice Radio Systems infrastructure has any rights whatsoever to the Radio Frequency spectrum used by the systems. 3. The City makes no guarantee, either express or implied, as to radio signal strength or a specific level of radio coverage in a particular location. The USER is responsible for conducting appropriate and applicable in-building and geographical jurisdictional portable radio communications coverage testing to determine the expected radio coverage level. 4. USER will be responsible for the acquisition, programming, and maintenance of all subscriber radios and consoles, as well as any special equipment interfaced to the CFW Trunked Voice Radio System infrastructure such as ID decoding equipment. 5. In order to ensure hardware and software compatibility with the CFW Trunked Voice Radio Systems infrastructure, all radios intended for use by USER on the radio system shall be from the approved list in "Exhibit A-1 ." The use of unauthorized radios on the system may result in suspended operation of the radios and/or termination of the Agreement. Due to the nature of use, CFW shall have the right to modify the list at the City's discretion. USER is not permitted to use an antenna that is not on the approved list. If USER wishes to add a radio that is not on the approved list, then USER must first contact the CFW and provide the radio to CFW Radio Services for testing and evaluation. The CFW reserves the right to remove any previously approved radio model from the list of approved radios. Written notice of such removal shall be sent to USER. Additionally, the City of Fort Worth has listed approved field radio antenna types for use on the CFW systems. 6. USER shall use due diligence in the maintenance and configuration of their subscriber radio equipment to ensure that no USER radio causes a degradation to system operation. The CFW shall have the right to remove from operation any field radio unit or equipment owned by USER that is operating on, attached and/or interfaced to the CFW infrastructure, if such equipment is found to cause interference or harm to the system in any way. The CFW reserves the right to request that USER operated field radio units or equipment operating on, attached and/or interfaced to the infrastructure be tested for proper operation and/or repaired by an authorized radio repair facility approved by the CFW. The cost of such testing or repair will be the sole responsibility of USER. Furthermore, the CFW shall have the right to deactivate, without prior notification to or consent of USER, any field radio suspected of causing interference, intentionally or unintentionally, to any other radios on the systems or the systems operation. 7. The radios owned by the USER may be used for voice radio communications over the CFW trunked voice radio systems infrastructure for as long as this Agreement remains in effect. 8. The CFW will be responsible for managing infrastructure loading and demand. If, in the sole opinion of the CFW, other entities/agencies can be added to the system without adversely impacting the current system over the life of the system, then the CFW reserves the right to enter into a similar agreement with other entities, or deny the addition of new subscriber radio equipment to any user of the system, without notice to other incumbent users 9. Either USER or CFW may terminate this Agreement for any reason, with or without cause, upon ninety (90) days written notice to the other party. The CFW, in its sole discretion, shall have the right to deny USER access to the radio infrastructure and/or the right to terminate the Agreement immediately if USER fails to make full payment of invoiced system fees within thirty (30) days of the date payment is due. The CFW further reserves the right to terminate this Agreement immediately, or deny access to the USER, upon notice of USER misuse of the system. 10. USER is prohibited from utilizing telephone interconnect on the City's trunked voice radio systems, connecting to either the PSTN (Public Switched Telephone Network), or its internal phone system(s), through a console patch into the CFW trunked voice radio system, or to any subscriber radio on the systems. 11. Due to the radio infrastructure resource allocations required by "Private Call," USER is not permitted to utilize "Private Call" on the City's trunked voice radio systems. 12. USER is not permitted to utilize any form of data communications on the City's trunked voice radio systems. 13. USER will be assigned talk group ID's unique to USER operation. No other agency will be authorized to use USER talk groups without the express written permission of USER, and a copy of such permission must be on file with the CFW. The CFW reserves the right to require certain talk group ID's to be programmed in USER radios. Additionally, the CFW shall have the right to limit the number of talk group ID's to be used by USER and to disable talk groups ID's as it deems appropriate. 14. The CFW requires that every radio on the system shall have the following talk groups: i. Tarrant 1. ii. Tarrant 2. iii. All 5 NPSPAC Mutual Aid Channels. APPLICABLE FEES 15. USER shall pay anon-recurring, non-refundable System Affiliation Fee of $600.00 for each new radio added to the system per radio identification (ID) number. Each radio shall be issued a unique radio ID by the CFW, and this unique radio ID shall be programmed into one USER owned radio by a CFW approved radio service facility. 16. USER shall pay the City an Annual Infrastructure Support Fee in the amount of $24 per month, per subscriber radio, payable in advance on an annual basis for all active radio IDs issued to USER at the time of the annual billing. Invoicing will occur when new Radio IDs are issued on a pro-rata basis, and thereafter, at the beginning of each CFW fiscal year. Further, at the beginning of each fiscal year of this Agreement, the CFW may increase the Affiliation Fee and/or the Annual Infrastructure Support Fee to offset any actual increased costs incurred by the City in the operation and maintenance of the system. There will be no refunds or credits for radios removed from service during the fiscal year. COMPLIANCE WITH LAWS 17. The USER shall comply with all current and future Federal, State, and Local laws, Ordinances, and Mandates, including Federal Communications Commission rules and regulations regarding proper use of radio communications equipment. The USER will also comply with the guidelines, or procedures set out in this agreement. Furthermore, the USER is responsible for enforcing such compliance by its employees, volunteers, or any individual operating USER subscriber radio equipment. Furthermore, the USER will be responsible for payment of any fines and penalties levied against the CFW (as the licensee) as a result of improper or unlawful use of subscriber radio equipment owned by USER. 18. In order to comply with Federal, State, and Local Laws and/ or Mandates, the CFW, as the licensee, may need to act on behalf of the USER regarding possible modifications, reconfiguration, or exchange of owned subscriber radio equipment in order to meet these obligations. For as long as this agreement is in force, the USER will allow the CFW to facilitate such activities on USER's behalf as necessary. 19. In the instance where USER subscriber radio equipment is to be replaced in order to be in compliance with Federal, State, and Local Laws and/or Mandates, title and ownership of such replacement subscriber radio equipment shall pass directly to USER upon delivery of subscriber radio equipment to the USER's site. The USER shall provide the CFW, or its designee, with the subscriber radio equipment to be replaced, in good working order, as determined by the CFW or its designee. USER shall be liable for payment of any fees associated with radios deemed to be not in proper working order. USER shall be liable for payment of any fees associated with upgrades to subscriber radio equipment. EXHIBIT A-1 CITY OF FORT WORTH LIST OF APPROVED RADIOS Portables: MTS2000 Portable STX821 (model II) Portable MTS2000 Portable XTS2500RB Portable XTS1500 Portable XTS2500 Portable XTS3000 Portable XTS5000 Portable EF Johnson 5100 Mobiles: Spectra Mobile XTL5000 Mobile XTL2500RB Mobile ASTRO Spectra Mobile MCS2000 Mobile XTL1500 Mobile XTL2500 Mobile XTL5000 Mobile LCS2000 Mobile Consolettes: Spectra Consolette XTL5000 Consolette ASTRO Spectra Consolette Additionally, the following requirements must also be met: 1) Only 7 inch antennas will be allowed for portables. 2) Stubby broad spectrum antennas are prohibited from use for portables. 3) No ,gain greater than 3 DB will be allowed for mobiles and consolettes. CITY OF NORTH RICHLAND HILLS Department: Economic Development Presented by: Craig Hulse Council Meeting Date: 5-11-2009 Agenda No. F.5 Subject: GN 2009-029 Consider Appointment for Economic Development Advisory Committee Given the recent purchase of the Alan Young GM dealership by the Allen Samuels Auto Group, an opportunity has presented itself to the City and to the Economic Development Advisory Committee (EDAC). Our current automotive dealership representative, Mrs. Trish Myers of Alan Young GM, has stepped down due to the dealership sale and her taking up employment with the Freeman Auto Group. As such, staff recommends Mr. Thomas Hervey, President & General Manager of Allen Samuels Dodge and Hyundai to the committee. Mr. Hervey has leveraged 28 years of knowledge in the Dallas-Fort Worth automotive market into his current position. Under his leadership, the dealership is the largest volume Dodge dealer in DFW, the top Hyundai dealer in the Tarrant County, the third largest Dodge MOPAR parts program in America and second in the country in Hyundai part sales. Most recently, Allen Samuels Dodge received Dealer of the Year award for 2008 nationally. The Auto Group has become the #1 selling Dodge dealer group in all of Texas. Mr. Hervey is grateful for such an appointment and agrees to finish out the automotive dealership category term that expires August 2009, but is also interested in reappointment. Therefore, the Economic Development Department recommends that Council consider the appointment of Mr. Thomas Hervey to the Economic Development Advisory Committee. Recommendation: Approve the appointment of Mr. Thomas Hervey to the Economic Development Advisory Committee with term to expire August 1, 2009. CITY OF NORTH R/CHLAND HILLS Department: City Secretary Presented by: Council Meeting Date: 5-11-2009 Agenda No. G.0 Subject: EXECUTIVE SESSION ITEMS No items for this category. CITY OF NORTH RICHLAND HILLS Department: City Secretary Presented by: Council Meeting Date: 5-11-2009 Agenda No. H.0 Subject: INFORMATION AND REPORTS CITY OF NORTH RICHLAND HILLS Department: City Secretary Presented by: Councilman Ken Sapp Council Meeting Date: 5-11-2009 Agenda No. H.1 Subject: Announcements -Councilman Sapp Announcements The 3rd Annual Generation Next Art Exhibit will be on display at the North Richland Hills Public Library from May 14th through May 22nd. The exhibit includes works by high school students and teachers from Birdville ISD. For more information, please call 817-427-6620. NRH2O opens for the 2009 season on Saturday, May 16th. Please visit nrh2o.com for a complete park schedule and details on all of the exciting special events planned for the summer including fireworks, Dive-In Movies, and more! For more information, you can also call 817-427-6500. Because of the Memorial Day Holiday, the May 25th City Council Meeting has been moved to May 18th. The meeting will begin at its usual time of 7 p.m. here in the City Council Chambers. Kudos Korner Every Council Meeting, we spotlight our employees for the great things they do. Christopher Jungst, Kent Carter, David Birdsong, David Nock and Jeffrey Stone, Fire Department - A resident e-mailed thanks to the employees from Fire Station #2 who transported him to the hospital after he fell and injured his knee. The resident said their professionalism, teamwork and attention to detail was very impressive. Their humor and good spirit also helped to ease the pain. He was very appreciative and thankful for their outstanding service. CITY OF NORTH RICHLAND HILLS Department: City Secretary Presented by: Council Meeting Date: 5-11-2009 Agenda No. H.2 Subject: Adjournment