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HomeMy WebLinkAboutResolutions 1984 RESOLUTION OF THE CITY COUNCIL DESIGNATING AN ELIGIBLE BLIGHTED AREA; MAKING THE FINDINGS REQUIRED BY THE RULES OF THE TEXAS ECONOMIC DEVELOPMENT COMMISSION; ANr) CONTAINING OTHER MATTERS RELATING TO THE SUBJECT : WHEREAS, by resolution of the City Council (the "Governing P~ody"), of the (~lty of Denton, Texas (the "City"), authorized and approved the creation of the Dentqn Industrial Development Authority (the "Corporation.) as a nonprofit industrial development corporation under the provisions of the r)evelopment Corporation Act of 1979, Article 5190.6, Vernon's Annotated Texas Civil Statutes, as amended (the "Act"); and, WHEREAS, the Corporation is authorized by the Act to issue bonds on behalf of the City for the purpose of paying all or a part of the costs of a "prolect" as defined in the Act~ and to lease or sell the project or to loan the proceeds of the bondsI to finance all or part of the costs of a projectl and, WHEREAS~ the definition of "Project. in the Act includes the land, bulldl~lgs, equipment~ facilities and improvements (one or more) found by the Board of Directors of the Corporatiorl to be required or suitable for the promotion of commercial development and expansion and in furtherance of the public purposes of the Act~ or for use by commercial enterprises~ all as defined in the rules of the Texaq Economic Development Commission (the "Commission"), irrespective of whether In existence or required to be acquired or constructed thereafter, if such project Is located in blighted or economically depressed areasl and, ~ WHEREAS~ as used in the Act~ the term "blighted or economically depressed areas" means those areas and areas immediately adjacent thereto within a ctt~ which by reason of the presence of a substantial number of substandard, slum,,deteriorated~ or deteriorating structures, or which suffer from a high relative rate of unemployment~ or which have been designated and included in the tax incremental district created under Chapter $9~, Acts of the 67th Legislature, ~lrst Called Sesslon~ 1981 (Article 1066e, Vernon's Texas Civil Statutes, or any combina- tion Of the foregoing, the City finds and determines, after a hearing, substantially lmpat~ or arrest the sound growth of the Clty~ or constitute an economic or social liability and are ,a. menace to the public health, safety or welfare in their present condition and use, and, WHEREAS, General Rule .002(bX9) of the Texas Economic r3evelopment Commission (the "Commission") as stated in the fourth printing of industrial Develppment Bond Fmancin[~ i0 Texas~ sets out special rules for approval of comnlerclal projects In blighted or economically depressed areasl and ResolUtion Page .l WHEREAS, the Governing I~ody of the City desires to authorize the ftnancAng of certam projects for commercial uses as provided in the Act and the above referenced Rule of the CommAssion establishing one or more ehglble bhghted areasl and~ WHEREAS, the Act requires that notice of a hearing at which a city considers establishment of an economically depressed or bhghted area shall be posted at the city hall prmr to such hearing~ and, WHEREAS, the notice of such public hearing was pubhshed once a week for two consecutAve weeks in a newspaper of general circulation in the Ctty and notice of the pubhc hearing was posted at the City Hall on r~ecember 29, and~ WHEREAS, on December 16, 1983, the Governing r~ody of the Unit gave notice to the Texas Economic Development Commtssion of such public heartng~ and WHEREAS, the notice provided to the Commission and as pubhshed and posted included both a descrtptton of the area or areas proposed by the ~lty to be desAgnated as eligible blighted areas and the d~te, tame and location of the pubhc hearing concermng such desAgnatmnl and WHEREAS, a pubhc hearing was opened and held 3anuary 3, t98~, tn the City Councd Chambers, pursuant to the Act and the Rules of the CommlssAon for the purposes of estabhshmg one more ehgible bhghted areas~ and WHEREAS, the Govermng Body of the CAty has concluded to request the Commtsston to approve prolects for commerctal uses and therefore desires to adopt this resolution m compliance with the requirements of the a~ct and the Rules~ Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF r)ENTON: Section 1. The Governing Body hereby finds, determines and declares that the arid An red on the map attached hereto as Exhibit ,~a.. to this Resolutton shall be declared to be an ehgible bhghted area ('E~A'~) because such area, by reason of the presence of a substantial number of substandard, slum, deteriorated, or deter[orating structures and whAch suffers from a high relative rate of unemployment or a combination of the foregoing, substantially impairs or arrests the sound growth of the City, constitute an economic or socAal habd~ty and is a menace to the pubhc heaith~ safety or welfare in Its present cend[tion and use. It is expressly provAded that the area "tmmedAately adjacent', to this ~R confirmed to encompass only areas one foot An dtstance from the Resolution Page 2 Section 2. The overall objectives of the City for redevelopment and recovery of t--l~ EBA are as follows: A. To promote the present and prospective health, safety~ rights to gainful employment and general welfare of the people of the City and the State of Texas. B. To promote the continued existence, development and expansion of commerce and mdustry assent:al to the economic growth of the ~lty and the full employment, welfare and prosperity of its cstizens. C. To encourage the economic growth and stability of the City by increasing and stablizing employment opportunities, significantly increasing and stabltzing the property tax base and promoting commerce within the ~lty and the State of Texas. D. To encourage employment of the inhabitants residing in the vicinity of the EBA by encouraging employers to locate projects which w:ll employ such persons In or adjacent to the EBA. Section 3. The Governing Body hereby finds, determines, declares and represents to t~mmlss~on that the availability of f:nancing of projects to be located within or adlacent to the EBA for commercial uses under the Rct will contrtbute significantly to the alleviation of the blighted conditions found to exist in the EBA. Section ¢. The Governing Body of the City, m order to enhance its development efforts, desires and authorizes all commercial projects that are an integral part of the local economy, including, but not bruited to, office and retail projects. The commercial prolect must contribute to the econom:c growth of stability of the Unit by (a) increasing or stabilizing employment opportunities= (b) increasing or stabdlzmg the property tax basel or (c) promoting commerce with:n the City and the State. Section .5. The Governing Body of the City will not approve any projects for commercial uses In or adjacent to the EI3R unless the applicant desiring approval of such prolect demonstrates to the satisfaction of the Govermnq Body that= A. The project conforms with the limitations, if any, provided in Section a of ti'as Resolutionl Resolution Page 3 5. The project will significantly contrLbute to the fulfillment of the overall redevelopment oblectives of the City for the EI~A~ C. The project conforms to the project approval standards of the Rules and this Resolution by increasing or stab~hzing employment opportunt- ties~ significantly increasing or stabilizing the property tax base and promot- ing commerce within the City and the State, and, 13. The project Is in furtherance of the public purposes of the Act. Section 6. The Governing Body of the City hereby covenants and represents t-~ It will review all project descriptions for approval of specific projeCts for commercial uses in order to determine whether such projects are consistent with the City,s objectives for redevelopment of the EI~A. Section 7. The Mayor of the City is hereby directed to provide a certified copy of this Resolution~ including all exhibits, to the Executive rltrector of the Commission as required by the Rules. Unless the City shall be notified by the Commission to the contrary in writing within thirty (30) days from the date of receipt of such certified copy of this Resolution, the EBA shall be deemed accepted by the Commlssion~ and the City and the Corporation may thereafter approve prolects for commercial uses in and adjacent to the I[I~A in compliance with the Act~ the Rules and this Resolution. Section go This Resolution Is adopted for the purposes of satisfying the conditions and requirements of the Act and the Rules, and for the benefit of the Corporation~ the Unit, the Commlsslon~ the residents of the qlty and all other interested persons. Section 9. The Governing Body has considered evidence of the posting of notice of~ting and officially finds, determines, recites and declares that a sufficient written notice of the date~ hour and place of this meeting and of the subject of this Resolution was posted on the bulletin board at a place convenient to the public In the City Hall of the Unit for at least seventy-two (72) hours preceding the scheduled time of such meetlng~ such place of posting was readily accessible to the general public at all times from such time of posting until the schedule time of such meetlngl and such meeting was opened to the public as required by law at all times during which this Resolution and the sub~ect matter thereof were dlscussed~ considered and formally acted upon~ all as required by the Open Meetings Law, Article 6252-t 7~ Vernon's Annotated Texas Civil Statutes, as amended. Resolution Page q (SEAL) Resolutton Page THE STATE OF TEXAS KNO~/ ALL MEN BY THESE PRESENTS; COUNTY OF DENTON CERTIFICATION I, Charlotte Allen, City Secretary of the City of Denton, Texas do hereby certify that the foregoing instrument is a true and correct copy of a Resolution cons,sting of five page(s) adopted by the City Council of the City of Denton, Texas at a regular meeting on the 3rd day of 3anuary, 198~, and appears of record in m4inute Book of the Minutes of said City Council, City Secretary, City of Denton, Texas EXHIBIT A The area proposed by the Czty of Denton to be desig- nated as an Eligible Blzghted Area zs bounded om the west side by Ft. Worth Drzve bounded on the south side by 1-35 bounded on the east szde by Meadow-Myrtle Drzves bounded on the north side by the Daugherty Street and Myrtle intersectzon 1564M RESOLUTION WHEREAS, the City of Denton, Texas has applied for a permit from the Texas Department of Health to operate and maintain a solid waste facility to be known as the Mayhill Road Landfill site, and WHEREAS, the City of Denton as part of the permitting procedure is required to give assurance of the City's financial responsibility to provide sufficient assets to properly operate the site and to provide proper closure, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the City of Denton, Texas accepts responsbility for the construction, operation, maintenance and proper closure of the City's solid waste facility to be known as the Mayhzll Road Landfill site in full compliance with the Texas Department of Health's Solid Waste Management regulations and all permit conditions issued pursuant to those regulatzons. SECTION II. That the City accepts full financial responsibility for the construction, operation, maintenance and proper closure of the above referenced facility. SECTION III. That the City will provide adequate funds for the construction, operation, maintenance and closure of the above referenced facility in its annual budgets and will acquire additional funds from the City's Capital Reserve Fund or other sources of funding available to the City as may become necessary to properly construct, maintain, operate and close the above referenced facility. PASSED AND APPROVED this the of January, 1984. / ~RIqH~LRD O.]STEWAI~r, MAYOR CItY OF DENTON, TEXAS ATTEST CHARLOTTW. A~LEN, ~ITY SECRETARY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM. C. J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS RESOLUTION A RESOLUTION BY THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO SIGN AND SUBMIT TO THE DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT A FINAL STATEMENT OF OBJECTIVES AND PROJECTED USE OF FUNDS WITH APPROPRIATE CERTIFICATIONS, AS AUTHORIZED AND REQUIRED BY THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED. WHEREAS, the City of Denton, Texas, is concerned with the development of viable urban communities, including decent housing, a suitable living environment and expanded economic opportunities, and WHEREAS, the City of Denton, Texas, has a special concern for persons of low and moderate income, and WHEREAS, the City of Denton, Texas, as an entitlement City, has prepared, through a citizen participation process, a program for utilizing its first year entitlement funds in the approximate amount of $610,000, and WHEREAS, the public hearing will have been held in accordance with the law, and WHEREAS, the Act requires an application and appropriate certification, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS' SECTION 1. That the City Council of the City of Denton, Texas, authorizes the City Manager to sign and submit to the Department of Housing and Urban Development a grant application and appropriate assurances for entitlement funds under the Housing and Community Development Act of 1974, as amended. SECTION 2. That the City Council of the City of Denton, Texas, authorizes the Director of Planning and Community Development to handle all fiscal and administrative matters related to the application, the Housing Assistance Plan and the assurances. SECTION 3. That this Resolution shall take effect immediately from and after its passage. PAGE ONE SECTION 4. That the City Secretary is hereby authorized to furnish copzes of this Resolution to all interested parties. ~,ICH~RD-O. ~rEWARTw' MAYOR- ~ 'CITY ~F DENTON, TE~S ATTEST CHARLOTTE'ALLEN, CITY SECRETARY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM. C J. TAYLOR, JR., CITY ATTORNEY PAGE TWO NeX ',DoC ument RESOLUTION WHEREAS, on Sunday, April 15, 1984, the Sigma Alpha Mu Fraternity is sponsoring an Spring Renaissance to be held on Fry Street between the intersection of Oak and Hickory, and WHEREAS, the Spring Renaissance is open to the general public of of the City and County of Denton, and WHEREAS, zn order to provzde adequate space for the said Renaissance and in order to protect the safety of citizens who attend, the City Council of the City of Denton deems it zs necessary to temporarily close a portion of Fry Street between Oak Street and Hzckory Street from the hours of 9 00 A.M. until 8 00 P.M. on April 15, 1984, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That Fry Street between Oak Street and Hickory Street shall be temporarily closed as a street or public thoroughfare of any kind or character whatever on April 15, 1984 from 9 00 A.M. until 8.00 P.M. for the purpose of holding the Sigma Alpha Mu Spring Renaissance SECTION II. That the portion of the above descrzbed streets shall revert back to the City for normal traffic activity immediately from and after 8.00 P.M. on April 15, 1984. SECTION III. That this resolution shall take effect and be in full force and effect from and after the date of its passage and approval. PASSED AND APPROVED this the 13th day of March, 1984. ATTEST: CHARLOTTE -ALLEN, CITY SECRETARY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM. C. J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS / RESOLUTION WHEREAS, it is necessary for the Council of the City of Denton to authorize the submission of an application to the Texas Criminal Justice Division requesting funding for the City's Crime Prevention Program, and WHEREAS, Article 4413 (32a), V T.C.S. was amended to enable the Criminal Justice Dzvision of the State of Texas to allocate ~rants and administer criminal justice programs on a statewtde evel, and WHEREAS, the City of Denton is eligible to receive such funds and desires to protect the safety and well-being of its citizens through the reduction of crime, NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the City Council of the Czty of Denton, Texas, certifies that the City is eligible to receive a funding allocation from the Texas Criminal Justzce Dzvision for the City's Crime Prevention Program and hereby authorzzes the staff to submit an application for such funds. SECTION II. That the City Council hereby authorizes and directs the City Manager, or his designee, to represent and act on behalf of the City of Denton in working with the Criminal Justice Division in regard to such grant application. SECTION III. That a copy of this Resolution shall be forwarded to the Texas Criminal Justice Division and the North Texas Central Council of Governments PASSED AND APPROVED this the ~ay of March, 1984. ATTEST CHARLOTTE'ALLEN, CITY SECRETARY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM. C. J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS RESOLUTION WHEREAS, it is necessary for the Council of the City of Denton to authorize the submission of an application to the Texas Criminal Justice Division requestzng funding for a Juvenile Police Officer to augment the City's Juvenile Law Enforcement Program, and WHEREAS, Article 4413 (32a), V T.C S. was amended to enable the Criminal Justice Division of the State of Texas to allocate grants and administer criminal Justice programs on a statewide level, and WHEREAS, the City of Denton is eligible to receive such funds and desires to promote the public safety and well-being of its citizens through increasing the effectiveness of the Denton Police Department in its law enforcement relating to juveniles, NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the City Council of the Czty of Denton, Texas, certifies that the City is eligible to receive a funding allocation from the Texas Criminal Justice Division for a Juvenile Police Officer to augment the City's Juvenile Law Enforcement Program and hereby authorzzes the staff to submit an application for such funds. SECTION II. That the City Council hereby authorizes and directs the City Manager, or his designee, to represent and act on behalf of the City of Denton in working with the Criminal Justice Division in regard to such grant application. SECTION III. That a copy of this Resolution shall be forwarded to the Texas Criminal Justice Division and the North Texas Central Council of Governments. PASSED AND APPROVED this the ~fa-~day of March, 1984 ATTEST' CHARLOTTE' ALLEN, CITY SECRETARY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM C. J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS RESOLUTION WHEREAS, the City of Denton has improved and maintained the area known as the "Williams Trade Square," and WHEREAS, such improvements include paved parking spaces, and WHEREAS, the City of Denton desires to increase the current leasing rates charged for the parking spaces in order to recover the cost of the maintenance and improvements, and WHEREAS, the Czty of Denton is desirous of placing meters on any unleased spaces after May 1, 1984 NOW~ THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS. SECTION I That the City Manager is hereby authorized to publicly advertise and lease Op to one hundred (100) parking spaces at the "Williams Trade Square" at the price of One Hundred Sixty-Eight Dollars '~$168.00) per year per space and to place meters on any unleasEd spaces after May 1, 1984, such meters to charge a rate of ten ;ents (10~) per hour per space. PASSED AND APPROVgD this ~TA-day of ~f~/~.~ , 1984. ATTEST' CHAi{LOTTE~ALLEN CITY SECK~T~/iY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM' C. J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS RESOLUTION WHEREAS, the City Council of the Czty of Denton passed on fznal reading Ordinance No. 83-111 on the 4th day of October, 1983 granting to General Telephone Company a franchise to operate in the City of Denton, Texas, and WHEREAS, General Telephone Company has requested the Czty Council to delete the proviszons of Sectzon XVIII pertaining to the reimbursement of the City of its expenses in analyzing and evaluating future proposed rate requests by General Telephone, and WHEREAS, the City Council zs of the opinion that the requested section deletion should not be made, but instead clarified by the passage of a separate resolutzon regarding Section XVIII, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS. SECTION I. The City Council of the City of Denton, Texas hereby affirms that the provisions of Section XVIII of Ordznance No 83-111 pertaining to the reimbursement to the City of Denton of reasonable fees and expenses of an zndependent study and evaluation of future proposed rate requests by General Telephone Company would become effective only in the znstance where the Public Utility Commission is abolished and the rate making authority is redelegated to the Czty Council of the City of Denton, Texas. SECTION II. It was the intent of the C~ty Counczl that rate increases and reimbursement to the City of Denton for expenses would be controlled solely by State Law and the Public Utility Commzsston of the State of Texas so long as such Commisszon remains in existence. PASSED AND APPROVED this ~day of ~Z~_~ , 1984 ~C.I~CI2'~y OF D~.~TON, TEXAS ATTEST' C~0~EN, C~ SECRETLY CITY OF DENTON, TE~S APPROVED AS TO LEG~ FORM. C. J. TAYLOR, 0R., CITY ATTORNEY CITY OF DENTON, TE~S BY. ~ RESOLUTION WHEREAS, a ma3ority of the Council will be out of the City of Denton on April 3, 1984, and zt zs necessary that the Council meeting for such date be postponed until April 10, 1984, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the regular Council meeting to be held on April 3, 1984 be postponed until April 10, 1984. PASSED AND APPROVED this the 20th day of March, 1984. C ITY~OF DF~TON, TEXAS ATTEST: CHAiiL~T~ ALL~N~ C~TY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM C J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS RESOLUTION WHEREAS, the City Council of the City of Denton has hereto- fore determined the necessity for and ordered the acquisition by the City of Denton of the hereinafter described right, title and interest in the land hereinafter described, and WHEREAS, the City of Denton has been unable to agree and cannot agree with the owner upon the value of the hereinafter described right, title and interest in the hereinafter described land situated in the City of Denton, Denton County, Texas, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. The City Council hereby finds and determines that it is necessary to acquire the hereinafter described rights, title and interest in the hereinafter described land, and that it is necessary that it authorize proceeding in Eminent Domain to acquire the right, title and interest in the hereinafter described property. SECTION II. The City Attorney of the City of Denton, Texas, is hereby authorized and directed to bring condemnation proceeding to obtain a drainage easement to the following tract of land situated in Denton County, Texas All that certain 20 foot strip or tract of land situated in the R. B. Longbottom Survey, Abstract 775, City and County of Denton, Texas, the said tract being a part of the tract described in the deed from W. N. Fallzs, et al to Turner Gassaway, et ux recorded in Volume 504, Page 229 of the Deed Records of Denton County, Texas, the said tract being more particularly descrzbed as follows: BEGINNING for the northwest corner of the tract being described herein, at the northwest corner of the said Gassaway tract, THENCE south 87°47' east with the north line of the said tract and along a fence a distance of 20.0 feet to a point for corner, THENCE south 01°55' west 20 feet east of and parallel to the west line of the said Gassaway tract, a distance of 181.5 feet to a point for corner, THENCE south 46o36'37'' west a distance of 28.43 feet to a point for corner in the west line of the said Gassaway tract, THENCE north 01°55' east with the said west lzne a distance of 22.75 feet to an zron rod at a fence corner for the northeast corner of the tract described in the deed from Joyce Meadows to Richard Lee Smith recorded zn Volume 1019, Page 585 oi the said deed records, THENCE north 01o55' east continuing wzth the west line of the said Gassaway tract and along a fence a dzstance of 179 1 feet, more or less, to the place of beginning and encloszng 0 09 of an acre of land. In addition to the above descrzbed permanent easement, a 16 foot wide temporary construction easement ad3acent and parallel to the south and east line of sazd permanent easement, all as shown on the attached drawing incorporated herein by reference Said drainage easement covering the above-descrzbed land zs sought for a publzc purpose, the tztle thereto to be vested in the City of Denton. The aforesaid authortzatzon recognizes the obligation, zmposed by ordinance, of the developer of the adjacent property (Oak Ridge Estates) to pay for the expense of providing off-site drainage improvements to serve the development of property and that said condemnation is conditzoned upon said developer and the City entering into an agreement that the Czty wzll be reimbursed for acquisition costs zncurred in said condemnation proceedings. SECTION III. This Resolution shall become effective from and after its PASSED AND APPROVED this the ay of ~. STEWA~Tj MAYO~/ F/DENTON ATTEST. CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: C J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS. / OAKRIDGE' E,~rAT~S Lo'r 16 ~5co1¢ I": 4-0~ DOcument RESOLUTION ~rHEREAS, the City Council of the Czty of Denton and the Commssioners Court of the County of Denton have determzned to maintain Flow Memorial Hospital as a public instztution of the hzghest class possible to serve the health needs of the people of thzs area, and WHEREAS, we believe that broad publzc support is requzred to assure its development and maintenance as a vzable and resourceful hospital to serve all the people, and WHF~EAS, we desire to build on the foundatzon whzch has been provzded by the sacrifzces of those who have contrzbuted toward our goal, and %~E~EAS, a public hospital is necessary to attract the young medzcal professzonals required to meet the needs of the community, NOW, THEREFORE, BE IT RESOLVED that we encourage ~ne help of cztizens and institutions in asszsting us in providzng the resources needed to support our public hospital, BE 1T FURTHER RESOLVED that we, the City Counczl of the Czty of Denton and the Commissioners Court of Denton County agree during this 1983-84 fiscal year to support Flow Memorial Hospital financially as follows. The City of Denton pledges to the Board of Directors of Flow Memorzal Hospital the minimum sum of $125,000 for capital improvements of Flow Memorial Hospital durlng thzs 1983-84 fiscal year. The~County of Denton pledges, zn addztzon to necessary funds for indigent care, to furnish the Board of Dzrectors of Flow Memorial Hospital the mznzmum sum of $125,000 for capital zmprovements of Flow Memorial Hospztal during thzs 1983-84 ±iscal year. PASSED AND APPROVED by the Czty Council of the City of Denton, Texas, this the ~day of ~ , 1984 ? PASSED AND APPROVED by the Commissioners Court of Denton County, thzs the~ day of ~ , 1984 COMMISSIONERS COURT OF CITY COUNCIL OF THE DENTON COUNTY, TEXAS CITY OF DENTON, TEXAS BUDDY COLE,~COUNIY' JUDGE RICHARD O. STEWART, ~YOR WALLACE BATEY, PRECINCT 1 MAYOR PRO-TEM ~NDY JACO~B, COMM£~B£ON~iF~ JO~J ~. AL~'UKD, COUNC£1~MA_N PRECINCT 2~ LEE WA~KEK, COMM1SS%ONEI{ JACK q BARTON, COUNCILMAN PRECINCT 3 B'. E. SWIT~K, COMmiSSIONER MARK R. CHEW, COUNCILMAN PRECINCT 4 CHARLES HOPKINS, COUNCILMAN RAY STEPHENS, COUNCILMAN ATTEST. ATTEST ~C~~~ ~ CHARLOTTE ALLEN, CITY SECIIETAKY RESOLUTION WHEREAS, the City Council of the Czty of Denton and the Commssioners Court of the County of Denton have determined to maintain Flow Memorial Hospital as a publzc znstitution of the hzghest class possible to serve the health needs of the people of this area, and WHEREAS, we believe that broad publzc support is required to assure its development and maintenance as a vzable and resourceful hospital to serve all the people, and WHEREAS, we desire to build on the foundation which has been provided by the sacrifices of those who have contributed toward our goal, and ~ WHEREAS, a public hospital is necessary to attract t~e young medical professionals required to meet the needs of the community, NOW, THEREFORE, BE IT RESOLVED that we encourage the help of citizens and institutions zn assisting us zn provldzng the resources needed to support our public hospital, BE IT FURTHER RESOLVED that we, the City Council of the City of Denton and the Commissioners Court of Denton County agree during the coming five year period to support Flow Memorial Hospital financially as follows The City of Denton pledges to the Board of Directors of Flow Memorial Hospital the sum of $125,000 for the support and operation of Flow Memorial Hospital during each of the next five years. The County of Denton pledges, in additzon to necessary funds for indigent care, to furnish the Board of Dzrectors of Flow Memorial Hospital the sum of $125,000 for the support and operation of Flow Memorial Hospital during each of the next f~ve years PASSED AND APPROVED by °the Czty Counczl of the Czty of Denton, Texas, this the .~day of ~~ , 1984 PASSED AND APPROVED by the CommisSioners Court of Denton County, this the __ day of , 1984 CO~ISSIONERS CO~T OF CITY COUNCIL OF THE DENTON COUNTY, TENS CITY OF DENTON, TENS BUDDY COLE, CO~TY JUDGE D ~ ~'EWAK~MI~fOR'~ W~LACE BATEY, COMMISSIONER ~ W. R~DLESP~R ~ ' PRECINCT 1 MAYOR PR~TEM SANDY JACOBS, CO~ISSIONER O~-G ALFORD, PRECINCT 2 LEE W~KEK, CO~ISSZONE~ BARTON, CO~CILMAN MARK R COUNCILMAN B. E SWITZ~, COMMISSIONER CHEW, PRECINCT 4 ~~~ CH_~ltLES HOl~S, CO~CILMAN ATTEST ATTEST MARY JO HILL, COUNTY CLERK CHARLOTTE ~LLEN, CITY SECRETARY RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS That the City Manager is hereby authorized to provzde from the General Project Fund No. 810 the sum of Forty Thousand Two Hundred Nine Dollars and Eighty-Two Cents ($40,209 82) to be used by the Greater Denton Arts Counczl to refurbish and construct the Old Diesel Plant and Warehouse PASSED AND APPROVED this the 10th day of Aprzl, 1984 ~RI~HARD O/ STE~k~.T, MAYOR""~' CITY OF ~NTON, TE~S ATTEST. CHARLUTTE ALLEN, CITY SECRETARY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: C. J TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS RESOLUTION BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS That the Mayor be, and he is hereby authorized to execute on behalf of the City of Denton a contract for the collection of delinquent utility bills between the City of Denton and Financial Collection Agencies. PASSED AND APPROVED this the 17th day of April, 1984 , TEXAS ATTEST CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM C. J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS RESOLUTION WHEREAS, authoritative surveys reveal that 1 Texas leads the nation in the number of deficient bridges (172,000) and deteriorated state roadways (7,740 miles) 2. The state's five cents per-gallon motor fuel tax zs the lowest in the nation, and has not been increased in 27 ~ears. Moreover, in 1965, 27% of the state budget went for transportation, while in 1982 only about 10% of the state budget was spent for transportation-related purposes. ~ Each Texas motorist pays a "bad roads" tax averaging $291 per year for wasted gasoline, tire wear, car repairs, insurance and medical bills. 4. Addittoal transportation spending of $51 billion will be needed over the next 20 years to overcome the current backlog of needs-including $6 2 million for road and bridge rehabilitation, $30.3 billion for reconstructzon, $6.7 billion for new roads and $7 7 billion for maintenance, and WHEREAS, the state's transportation funding problems are reflected at the local level, as follows 1 The current backlog of city street repair needs exceeds $1 billion. Texas cities are spendzng an estimated $193 million per year on street repairs-more than ever before But they are still falling further behind each year, because the street repair backlog is growing at rates that exceed local spending increases. The czties must have state financial assistance in order to bring their streets and bridges up to standard. 2. Upwards of 20% of all municipal streets, more than 13,000 miles, are currently in need of major reapzr 3. The deterioration of city streets and bridges will accelerate in the future. The 10 million motor vehicles already in the state are wearing out local roads and bridges faster than they can be repaired, twenty years from now, the cities will have 16 millzon vehicles to contend with, more than half again today's volume WHEREAS, the Texas Municipal League supports the state funding and tax increases necessary to bring our state-local roads and bridges up to par, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the Texas Legislature is urged to enact a state-local road and bridge financing package composed of the following 1. An increase of $1 billion per year in funding for the State Department of H£ghways and Public Transportation. 2. $100 million per year for the City Street Improvement Fund (the "Pothole Bill") proposed, but not approved, during the 1983 Legislative session 3. Doubling the rate of the state motor fuel tax to 106 per gallon and increasing motor vehicle license fees as necessary to generate adequate funding. PASSED AND APPROVED by the City Counczl of the City of Denton, Texas, this tile /7 ay of April, 1984. ATTEST CHARLOT,TE ALLEN, ~ITY SECRETARY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM. C J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS TO ALL TO WHOM THESE PRESENTS SHALL COME WHEREAS, the Courted of t~e Ctt[ of Denton z6 to6mg, one 06 tt~ mo6t v~ed membe~, JACK ~. BARTON, who wa~ e~e~ed ~e~eto ~ Ap~, 1982, a~ WHEREAS, JACK (~. BARTON h~ ex~O~e~ o~t~ expe~tt~e, ~ong w~h ~d wo~ ~ ~ ¢xceptto~ abd~y to ~o~ve p~ob~em~, a~ ~ g~nea the ~e~pe~ a~ ~ o~ the C~ o~ ~e~o~ a~ ~HEREAS, ~e C~ o~ De.on h~ been ext~eme~ fo~t~e m en~oged t~e de~c~ed ~ o~t~n~ BARTON, and ~ee~ ~t~ ~e ~e~vtee~ ~d w~ we know w~ be ~o~¢ommg, NO~, THEREFORE, ~ IT RESOLVED BV THE CITV COUNCIL OF TH~ CIT~ OF t~ the C~ o~ De.on doe~ ~e~eb~ exte~ ~ be~t wt~he~ to JACK (~. BARFON ~o~ a ~on~ ~d 6~ce66~ ea~ee~ ~ a memfle~ o6 oa~ comm~ff, a~ ~6 8~ IT F~RTHER R~SOLVEO, t~ ~e c~ Coan~l o~ ~e C~g o~ ~enton, o~ the ~tze~ ~d 6~6~, wt~e6 to ac~ow~ed~e app~e~ton the ~e~vtce~ of JACK devotton he ~6 gtuen to ~e De~on, ~d o~de~ ~ t~ ~e~o~atton be m~e a pa~t o~ the o~t~ m~e~ o~ tht~ Co~n~ to the C~y, th~ a copy be ~o~a~ded to ~m, the ~d JACK BARTON, a6 a token of ou~ app~e~ton. PASSED AND APPROVED t~ t~e llth ~ o6 Ap~E, 1984. 'CJT~ 07 /)E~fTON, TEXAS ATTEST CHARLOTTE AL LEN,-CIT¥ SECRETARY CiTY OF DENTON, TEXAS APPRO[/ED AS TO LEGAL FORM. ~~~NI:: ¥ RESOLUTION BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS. That the Mayor be, and he is hereby authorized to execute on behalf of the City of Denton a contract for the collection of delinquent taxes between the City of Denton and Terry W Lewzs PASSED AND APPROVED this the 17th day of April, 1984 D ./MTEW~fr, MAYOK~.Jf F D~TON, TEXAS ATTEST' CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM' C. J TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS THE STATE OF TEXAS COUNTY OF DENTON CONTRACT FOR THE COLLECTION OF DELINQUENT TAXES WHEREAS, the CITY OF DENTON, Denton County, Texas, deems it necessary and expedient to contract with a competent attorney to enforce the collection of all delinquent taxes for a per cent of said taxes, penalties and interest actually collected and paid to the Collector of Taxes; and WHEREAS, after making an investigation into the competency experience and ability of TERRY W. LEWIS, a licensed attorney under the laws of the State, whose post office address is P.O. Box 50209, Denton, Texas 76206-0209, as to his fitness for said work, and after considering the same, are of the opinion that he is a proper party to take such steps as may be necessary to enforce or assist in the enforcement of the collection of such delinquent taxes by the preparation, filing and prosecution to a speedy conclusion all suits for the collection thereof. NOW, THEREFORE, this contract is made and entered into by and between the CITY OF DENTON, a body politic and corporate, acting herein by and through the City Counsel, hereinafter styled First Party, and TERRY W. LEWIS of the County of Denton, State of Texas, hereinafter styled Second Party: WITNESSETH. I. First Party agrees to employ and does hereby employ Second Party to enforce by suit or otherwise, and to aid and assist the Tax Collector in the enforcement of the collection of all delinquent ad valorem taxes, penalty and interest on real and personal property, and all delinquent taxes, penalty and interest on real and personal property shown to be delinquent from the delinquent tax records of said taxing unit from 1939 through 1983, except as is hereinafter expressly provided. II. Second Party is to call to the attention of the Tax Collector or other officials any errors, double assessments, or other discrepancies observed during the progress of the work, and all charges on real property on the tax rolls that show from 1939 through 1983 to be delinquent, which are caused through error, conflicts, double renditions, illegal assessments, etc. III. Second Party hereby agrees and obligates himself to CONTRACT FOR THE COLLECTION OF DELINQUENT TAXES Page 1 communicate with persons, firms, associations or corporations owing delinquent taxes with the v~ew of collecting same and shall, before flllng suits for the recovery of delinquent taxes for any year or years, prepare a delinquent tax not~ce and shall mail one of such notices to the owner or owners of such property at their last known address covering all delinquent taxes shown to be due on the tax rolls. In the event that the taxes, together w~th penalty and interest, are not pa~d w~thln thirty (30) days from the date such statements and notices are ma~led then Second Party shall prepare, file and institute, as soon as practical thereafter, a suit for the collection of sa~d taxes, penalty and interest, which su~t shall include all past due taxes for all years lncludtng 1983 on such tract or tracts; and where there are several lots belonglng to the same owner or owners on which delinquent taxes are owing, all said delinquent lots shall be made the subject of a single sult, which suit shall be prosecuted with d~lfgence to final judgment and sale unless said taxes are sooner collected. IV. Second Party, where it is necessary to prepare and file su~ts for the enforced collection of delinquent taxes on real property, shall make and furnish an abstract of the property which shall show the amount of delinquent taxes due against each and every tract, lot or parcel of land, and shall show the number of acres so delinquent and a correct description of the property, the year delinquent, how it was charged upon the tax rolls, the correct name of owner or owners of the property at the time ~t became delinquent, the person from whom and the date that he or they derived title to said property, the volume and page of public records that his or their deed or other tltle evidence is of record, and the date that each subsequent change of ownership occurred down to the present ownership. It shall further show the name of any and all outstanding lien holders and leasehold interest of record, and all other Information necessary for the proper preparation and filing of a suit or su~ts for the collection of delinquent taxes. Second Party shall perform these services at his own cost and expense. V. Second Party shall prepare all petitions, c~tatlons, notices by publxcatlon, personal service c~tatlons, notlces by posting, judgments, notices of sale, orders of sale and any and all other th~ngs necessary or required to be done for the collectlon of all such real property delinquent taxes, and shall render all necessary and proper assistance to each of the other officers to the end that that all such taxes assessed or unknown and CONTRACT FOR THE COLLECTION OF DELINQUENT TAXES Page 2 unrendered now delinquent for 1983 and prior years, may be collected, and when collections are not made, to assist in reducing same to final judgment and sale. VI. It is further agreed and understood that Second Party shall furnish, at his own expense, all stationery, legal blanks or forms, stamps, envelopes and prlntlng, together with all labor necessary to complete said contract including labor and expense incurred in procurrlng data and information as to the name, identity and location of necessary parties, and in procurrlng necessary legal descriptions of the property as provided in Paragraph IV. Second Party shall pay off and discharge any and all bills for any other expenses incurred in the prosecution of said work, and it is hereby understood and agreed that said First Party shall not be responsible for the payment of such expense or any part thereof. VII. First Party agrees to pay the Second party as compensation for the services hereunder required fifteen (15%) per cent of the amount collected of all delinquent taxes, penalty and interest of the years covered hereby, actually collected and paid to the Collector of Taxes during the term of this contract (excepting taxes excluded from this contract under other provisions hereof), including collection of taxes on property not appearing on the assessment rolls nor shown delinquent, but which would have been so shown had it been properly assessed, discovered by said Second Party, as and when collected, following the end of each month within the period of this contract, as the Collector makes up his monthly reports. Report and payment shall be made by the tenth day of each successive month. The per cent of compensation here referred to shall be contingent upon the collection of such taxes as by Act of the Legislature are required to be collected. Should any remission of penalty and interest on taxes appearing on the delinquent records by leglslatlve enactment become effective during the period of this contract, the same shall not be collected nor commisslon allowed thereon. Second Party shall not receive or collect any taxes~ penalty or interest under this contract, but the same shall be paid to the Tax Collector as other taxes. VIII. This contract shall be in force from day of April, 1984, for a period of two (2) years, and at the expiration of said perlod this contract shall terminate, except the Second Party shall be allowed six (6) months in which to prosecute to trial court judgment suits filed prior to the April, 1986, CONTRACT FOR THE COLLECTION OF DELINQUENT TAXES Page 3 termination date of this contract, and shall handle to conclusion all suits in which trial court judgments are obtained during the period of this contract and which are appealed by any party. The First Party has the right to sooner terminate this contract for cause. The First Party shall g~ve thirty (30) days written notice of its intention to terminate this contract for cause, together with a statement of the cause or basis for the termination. The Second Party shall have a reasonable opportunity in which to set forth reasons why the contract should not be terminated for cause. The F~rst Party shall be the exclusive judge as to whether or not sufficient cause exists to terminate the contract. In case of such termination, Second Party shall be entitled to receive and retain all compensation due up to the date of said termination. IX. At the end of each month, or as soon thereafter as the Tax Collector shall have made up his report showlng collections made for such month, said Second party shall have access to said report and shall by comparison of the same with his own f~les or record make in triplicate a report of collections out of which he is entitled to commission under the term of this contract. Second party shall also have access to the Collector's records of such collections. After the report has been signed and sworn to by Second Party, two copies of the same shall be delivered to the Tax-Assessor Collector. X. Each month, after having received copies of the Second Party's report as provided for in the preceding Section, and after having compared said report with his own, and after having verified the correctness as claimed, the Tax Collector ~s hereby authorized, ordered and directed to approve the above specified per cent of sa~d taxes, penalty and interest to which Second Party is entitled, for payment, unless otherwise herein d~rected, prior to the tenth day of each successive month. It ~s hereby further proved that should any question arlse regarding commission claimed, the City of Denton shall withhold the payment of such commission or an amount equal thereto, placing the same in escrow. XI. It ~s further agreed and understood that th~s contract ~s for personal services and ~s not transferable or assignable without the written consent and approval of First Party. It is also agreed that the Tax Collector of sa~d taxing unlt shall furnish copies of the delinquent tax rolls, posted to date of sa~d contract, and such addresses as he shall have available, for the CONTRACT FOR THE COLLECTION OF DELINQUENT TAXES Page 4 purpose of carrying out the obligations of this contract by Second Party, all of which shall be performed by him in Denton, Texas. XII. The First Party shall be entitled to employ other attorneys of its choice to defend any suit brought against the First Party alleging the City of Denton is not entitled to collect specific taxes as a result of statutory or constitutional exemptions. The Second Party shall not be entitled to commissions on any taxes collected by the First Party in a suit which the First Party entitlement to the taxes is In question, unless the Second Party is the City of Denton's sole representation in said suit. This provlsion also applies to any suit which may be instituted by the First Party to collect taxes where it is asserted by the taxpayer the City of Denton does not have the right to collect the taxes which are the sub]ect matter of the suit. XIII. It is further understood and agreed that the 1983 and 1984 delinquent taxes shall be turned over to the Second Party on September 1, 1984, and September 1, 1985, respectively. Notwithstanding anything to the contrary herein contained, delinquent personal property taxes relating to mobile homes shall be turned over on March 1 of the year ~n which such taxes become delinquent. However, on all suits filed by Second Party, the 1983 and 1984 taxes shall be included or made a part of the suit filed after February 1, 1984, and February 1, 1985, by amending the petition of any suit already filed and including the most recent delinquent taxes where feasible. Commissions on the most recent delinquent taxes shall not be paid to Second party prior to September 1st of the year in whlch such taxes become delinquent, but after September 1st of such year, Second party shall receive the commission on the taxes which are collected from the most recent delinquent tax roll. The Tax Collector of the First Party shall have the right to withhold specific accounts for a term not to exceed ninety (90) days from the date on which said delinquent taxes would otherwise be turned over to the Second Party. In the event the Tax Collector elects to withhold certain delinquent taxes for said ninety-day period of time, he shall furnish to the Second party a list of the delinquent taxes to be withheld not later than the date on which the taxes would otherwise be turned over to the Second Party for collection. XIV. It shall be the duty of the Tax Collector and of all other officials of said City of Denton to cooperate with and render CONTRACT FOR THE COLLECTION OF DELINQUENT TAXES Page 5 such reasonable assistance to said Second party as the circumstances may require. Second party may bid on the property for the Tax Unit at tax sales under this contract, but shall not have authority to bid on said property for his own account. Second party is hereby fully empowered and authorized to file, proceed and prosecute to conclusion all suits filed by him in behalf of said City of Denton. In the event of termination of this contract, the Second party's rights shall be determined by other provisions of this contract. IN CONSIDERATION of the terms and compensation herein stated, the Second party accepts said employment and undertakes the performance of s&ld contract as above written. WI?NESS the. signature of all parties hereto in triplicate, this the ~f/day of //~/~/~/ , A.D., 1984, Denton County, State of Texas. / ATTEST: CITY OF DENTON AJ~PFIOVED AS TO FORM' CITY A'ITORNEY, CONTRACT FOR THE COLLECTION OF DELINQUENT TAXES Page 6 RESOLUTION BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS That the Mayor be, and he is hereby authorized to execute on behalf of the City of Denton a contract for the collection of delinquent utility bills between the City of Denton and Terry W. Lewis. PASSED AND APPROVED this the 17th day of April, 1984 ~IC~iRD O. - TEWAR~, MAYO ATTEST. CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: C. J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS 7- v/, THE STATE OF TEXAS X COUNTY OF DENTON X CONTRACT FOR THE COLLECTION OF DELINQUENT UTILITY BILLS WHEREAS, the CITY OF DENTON, Denton County, Texas, deems it necessary and expedient to contract with a competent attorney to enforce the collection of delinquent utility charges for a per cent of said charges penalties and interest actually collected; and WHEREAS, after making an investigation into the competency experience and ability of TERRY W. LEWIS, a licensed attorney under the laws of the State, whose post office address is P.O. Box 50209, Denton, Texas 76206-0209, as to his fitness for said work, and after considering the same, are of the opinion that he is a proper party to take such steps as may be necessary to enforce or assist in the enforcement of the collection of such delinquent charges by the preparation, filing and prosecution to a speedy conclusion all suits for the collection thereof. NOW, THEREFORE, this contract is made and entered into by and between the CITY OF DENTON, a body politic and corporate, acting herein by and through the City Counsel, hereinafter styled First Party, and TERRY W. LEWIS of the County of Denton, State of Texas, hereinafter styled Second Party: WITNESSETH: I. First Party agrees to employ and does hereby employ Second Party to enforce by suit or otherwise, and to aid and assist the City of Denton in the enforcement of the collection of delinquent utility charges, penalty and interest, except as is hereinafter expressly provided. II. Second Party is to call to the attention of the C~ty of Denton any errors, duplicate charges or other discrepancies observed during the progress of the work, which are caused through error. III. Second Party hereby agrees and obligates h*mself to communicate with persons, firms, associations or corporations owing delinquent utility charges with the vlew of collecting same and shall, before filing suits for the recovery of delinquent charges prepare a notice of intent to f~le suit and shall ma~l one of such notices to the utility customer at their last known address covering all delinquent charges shown to be due. In the CONTRACT FOR THE COLLECTION OF DELINQUENT UTILITY CHARGES Page 1 event the charges together with penalty and interest, are not paid within thirty (30) days from the date such notices are mailed then Second Party shall prepare, file and institute, as soon as practical thereafter, a suit for the collection of said charges, penalty and interest, which suit shall be prosecuted with diligence to final judgment. IV. Second Party shall advance all necessary court costs expenses necessary to prosecute law suits for First Party. F~rst Party shall reimburse to Second Party for all court costs actually expended in the law suits. Second party shall furnish First Party w~th an ltem~zed statement of all court costs expended on a monthly basis. The court costs so expended shall be reimbursed to Second Party monthly. Second Party is not undertaking to finance the court cost expense for Second Party, but to provide an expedient method of providing necessary day to day funding for the prosecution of collection suits. V. Seoond Party shall prepare all petltlons, citations, notices by publication, personal service c~tatlons, notices by posting, judgments, notices of sale, orders of sale and any and all other things necessary or required to be done for the collection of all such delinquent utility charges. VI. It is further agreed and understood that Second Party shall furnish, at his own expense, all stationery, legal blanks or forms, stamps, envelopes and printing, together w~th all labor necessary to complete said contract including labor and expense incurred In procurrlng data and information as to the name, identity and location of necessary parties. Second Party shall pay off and discharge any and all b~lls for any other expenses incurred in the prosecution of said work, and it is hereby understood and agreed that said First Party shall not be responsible for the payment of such expense or any part thereof. VII. First Party agrees to pay the Second Party and Second Party shall be entitled to receive as compensation for the services hereunder required a contingent fee of thirty-three and one-third (33-1/3%) per cent of the amount collected of all delinquent charges, penalty and lnterest, actually collected and paid on those delinquent accounts referred to Second Party for collection. Second Party may receive and collect charges, penalty and interest under this contract and shall account to First Party for any such recoveries on a monthly basis. It is the recommendation of Second Party that all negotiations and CONTRACT FOR THE COLLECTION OF DELINQUENT UTILITY CHARGES Page 2 payment arrangements on all accounts referred to Second Party for collection be coordinated with and made through the office of Second Party. First Party shall recover out of first monies recovered any and all court costs expended. Thereafter, the balance of the delinquent account shall be distributed two-thirds to First Party and one-third to Second Party as and when recoveries are made. Any attorney fees awarded by a court and actually collected shall be part of the contingent fee of Second Party. Second Party shall not agree to reduce the amount due First Party without the prior consent of First Party, and Second Party shall attempt to collect the total of delinquent charges including court costs, interest and penalties. VIII. Second Party shall file suits and any account in which there is a total balance due in excess of $200.00 or such other amount as the parties hereto may mutually agree. Second Party shall not file suit on any delinquent account where the balance due is less than $200.00, but Second Party shall at the request of First Party wrxte letters to delinquent utility customers demanding payment of delinquent accounts. IX. This contract shall be in force from the day of April, 1984, for a period of two (2) years, and at the explratlon of said period this contract shall terminate. The City of Denton shall have the right to sooner terminate th~s contract for cause. The Second Party shall have a reasonable opportunity ~n which to set forth reasons why the contract should not be terminated for cause. The First Party shall be the exclusive judge as to whether or not sufficient cause exists to terminate the contract. In case of such termination, Second Party shall be entitled to receive and retain all compensation to which Second Party may become entitled after termination for all accounts whlch had been previously referred to Second Party for collection, and Second Party hereby agrees to continue reasonable efforts to collect any of such accounts. It is the intent of thls provision to set forth that termination shall not effect Second Party's right to receive compensation for any account referred to Second Party prior to termination of this contract. X. It is further agreed and understood that th~s contract ~s for personal services and is not transferable or assignable without the written consent and approval of First Party. XI. The First Party shall be entitled to employ other attorneys of its choice to defend any suit brought against the First Party CONTRACT FOR THE COLLECTION OF DELINQUENT UTILITY CHARGES Page 3 alleging the City of Denton is not entitled to collect specific utility charges. The Second Party shall not be entitled to a contingent fee on any sums collected by the City of Denton in a suit which the City of Denton's entitlement to the charges is in question, unless the Second Party is the City of Denton's sole representative in said suit. This provision also applies to any suit which may be instituted by the City of Denton to collect delinquent charges where it is asserted by the utility customer the City of Denton does not have the right to collect the charges which are the subject matter of the suit. XII. It shall be the duty of the City of Denton Utility Department to cooperate with and render such reasonable assistance to said Second party as the circumstances may require. Second party may bid on property for the City of Denton at 3udlclal sales under this contract, but shall not have authority to bid on said property for his own account. Second party is hereby fully empowered and authorized to file, proceed and prosecute to conclusion all suits filed by him on behalf of the City of Denton. In the event of termination of this contract, the Second party's rights shall be determined by other provisions of this contract. IN CONSIDERATION of the terms and compensation here~n stated, the Second party accepts said employment and undertakes the performance of said contract as above written. WITNESS th9 signature of all parties hereto in triplicate, thls the ~7'~""day of ~, A.D., 1984, Denton County, State of Texas. // ATTEST: CITY OF DENTO~~ -~xas 76206 APPROVEDASTO~RM. CITYA~ORNEY CONTRACT FOR THE COLLECTION OF B~~/~ DELINQUENT UTILITY CHARGES Page 4 D,oeument Nex,t' RESOLUTION WHEREAS, the City of Denton flnds at necessary to purchase a certain tract of lana located in the City of Denton, Texas, and more fully described below; and WHEREAS, the City Council of the City of Denton is of the opinion that the best interest and welfare of the puDllc wlll be served by the purchase of the parcel of real estate described below; and WHEREAS, the City of Denton, Purchaser, and All AI-Khafa]l, Owner, of said parcel, agree that a consideration of Five Thousand Dollars ($5,000.00) is a fair and agreed value of such described property; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS. SECTION The Clty Attorney is hereby authorized to prepare the necessary legal documents to complete the transfer of property so described below from the owner thereof to the City of Denton All that certain lot, tract or parcel of land lying and being situated in the City and County of Denton, State of Texas, and being part of the William Loving Survey, Abstract No. 759, and being part of Lot Nos. 8 and 9, Bloc~ A, and part of Lot 9, Block B, of t~e Blount Addition, an aadltlon to the City and County of Denton, and also being part of a tract of land as conveyed from Thomas E. Noel and wife, Fama C. Noel to All A1-Khafa31 by correction deed dated January 19, 1981 and recorded in Volume 1056, Page 165 of the Deed Records of Denton County, Texas, and more particularly described as follows BEGINNING at t~e most easterly northeast corner of Tract 5 as described in above mentioned deed, said point lying at the intersection of the present Bell Avenue west right-of-way l~ne wlth the present south right-of-way line of Wainwright Street, THENCE south 29°44'42'' west along said Tract 5 east boundary line same being the west right-of-way line of Bell Avenue a distance of 40.31 feet to a point for a corner; THENCE south 37°46'32'' west along said lines a distance of 50.60 feet to a point for a corner; THENCE south 44e25'58'' west along said lines a distance of 35.71 feet to a point for corner; THENCE north 35~33'12'' east a distance of 41.66 feet to a point for a corner; THENCE north 29°44'42'' east a distance of 85.0 feet to a point for a corner in the north boundary line of said Tract 5 same being the south right-of-way line of Wainwright Street, THENCE south 53~07'48'' east along said line a distance of 12.0 feet to the place of beginning ana containing 0.0231 acre of land, more or less. SECTION II. The C~ty of Denton is hereby authorized to pay ~ts share of the necessary and reasonable cost of closing as required by the sales contract. PASSED AND APPROVED th~s the /~day of ~ ~ 1984. ATT. EST: CHARf.0~T~ AL-hEN, CITY S~CR~A~Y CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM~ C. J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS BY~~ RESOLUTION WHEREAS, a majority of the Council wzll be out of the City of Denton on May 15, 1984, and it zs necessary that the Counczl meeting for such date be postponed until May 22, 1984, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the regular Council meeting to be held on May 15, 1984 be postponed until May 22, 1984. PASSED AND APPROVED this the 1st day of May, 1984 CITY OF/DENTON, TEXAS ATTEST. CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM. C. J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS 742L RESOLUTION WHEREAS, by Resolution adopted March 4, 1980, by the City Council of the City of Denton, Texas, the City of Denton auth- orized the creation of the City of Denton Industrial Development Authority to exercise the powers of such corporations organized pursuant to the Development Corporation Act of 1979, as amended (the "Act"), and WHEREAS, the Act together with the Rules for Issuing Industrial Development Bon~s promulgated thereunder by the Texas Economic Development Commission (tile "Rules"), provide for the financing of projects for commercial uses, and WHEREAS, said Act and Rules provide certain procedures with respect to the establishment and designation of Eligible Blzghted Areas within the City for the purposes of financing projects for commercial uses and alleviating economically disadvantaged areas, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS SgCTION I. That the areas shaded on the attached map which are designated A, B, C, D, E, F, G, H, I, J and K and whose boundaries are further described in Exhibit A attached hereto are e~tabltshed and designated as Eligible Blighted Areas for the purposes of the Act and the Rules, all being portions of the City. S CTION That the City finds that the areas designated herein as Eligible Blighted Areas contain a substantial number of under employed people and substandard or deteriorating structures whzch impair or arrest the sound growth of the Czty and are areas that constitute an economic or social liability in thezr present condition or use. The information attached as Exhibit B further supports the City's decision to designate the areas referenced in Exhibit A as Eligible Blighted Areas. SgCTION III. That the City finds and represents to the Texas Economic Development Commission that the availability of financing of projedts for commercial uses under the Act will contribute significantly to the alleviation of the blighted conditzons found to exist in the designated Eligible Blighted Areas. SgCTION IV. That the principal types of projects for commercial uses desired and authorized by the City to enhance its redevelopment efforts in the Eligible Blighted Areas are those projects allowed under the Act and as may be limzted by more restrictive policies established by the City of Denton Industrial Development Authority. SECTION V. That the City represents that it will revzew all project descriptions for approval of specific projects for commercial PAGE ONE uses id order to determine whether such pro0ects are consistent with the City's objectives for redevelopment of the Eligible Blighted Areas. SECTION VI. That attached hereto as Exhibit C is a description of proposed public improvements to be made in the Eligible Blighted Areas, the estimated commencement and approximate schedule for such public improvements, and the source of funds the City will use for such purposes, all of which is based on the City's best estimates as of the date of adoption of t~is resolution SECTION VII. That this Resolution shall take effect immediately upon its adoption and the City Secretary is hereby directed to transmit a certified copy of this Resolution to the Texas Economic Development Commission. ~ PASSED AND APPROVED this the ~ day of ~~..~, 1984. ATTEST: C?]2J3~LOTTE 'ALL~ G£'r~ CITY OF DENTON~ TE~S APPROVED AS TO LEGAL FORM: C. J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS PAGE TWO BLIGHTED AREADESIGNATION The following is a description of the boundarzes for the blighted areas in Denton. AREA A South Boundary - Intersection of Sante Fe railroad tracks and Hwy 377 (Ft. Worth Drzve) North/West Boundary - Beginning at a southern point of intersection by the M.K.T. & T.P railroad tracks and the Sante Fe R.R. tracks, wzth this west boundary going north along the M.K.T. & T.P. railroad tracks to the intersectzon of M.K T. & T P railroad tracks and U.S Hwy 377 North/East Boundary - North along U.S. Hwy 377 from intersection of Hwy 377 and the M.K.T. & T.P. razlroad tracks, Ft. Worth Drive to the intersectzon of Hwy 377 and S. Locust (M.K.T. & T.P ) intersection AREA B South Boundary 1-35E West Boundary - Highway 377 (Ft. Worth Dr ) North Boundary Eagle Drive East Boundary Bell Avenue and Dallas Drive AREA C West & South Boundary - 1-35E North Boundary - Underwood Street East Boundary - McCormick Street AREA D West Boundary - Masch Branch Road North Boundary - Jim Crystal Road East Boundary - 1-35 and 1-35W South Boundary - City boundary AREA E North Boundary - Sycamore and Hickory Streets South Boundary - Eagle Drive East Boundary - Bell Avenue West Boundary - Elm and Industrial Streets AREA F North Boundary - East McKinney Street South Boundary - East Prairie Street East Boundary - From the intersection of East Prairze Street and Bradshaw Streets, North to East McKlnney Street West Boundary - Bell Avenue EXHIBIT A-PAGE ONE AREA G West Boundary - Duncan Drive East & North Boundary - Kerley Street South Boundary - Shady Oaks Drive and Willow Springs Drive AREA H North Boundary - Spencer Road West Boundary - Woodrow Lane South Boundary - MK and T Railroad East Boundary - Loop 288 North Boundary - Pecan Creek South Boundary - 1-35E East Boundary - Mayhill Road (except that section of Mayhill Road not within the City limits of Denton, in which case, the East boundary of Area I is the City limit line) West Boundary - Loop 288 AREA J North Boundary - Denton City Limits line South Boundary - Highway 77 West Boundary - Bonnie Brae Street East Boundary - East property line of a tract of land belonging to Texas Instruments AREA K South Boundary - Lying 233' north of East McKtnney Street West/North Boundary - East side of Audra Lane extending east and north East Boundary - Beginning in the westerly line of Mack Park and extending northerly for a distance of approximately 1100' to its intersectzon with Audra Lane NOTE. A detailed map of these boundaries was provided to the Texas Economic Development Commission on May 7, 1984 EXHIBIT A-PAGE TWO BLIGHTED AREA DE$IGNATION STATISTICS* Blighted Netshborhood Areas Item City Nezshborhood 25 A Mean Weeks of Unemployment 8 9 1~.7 Percent of Families Below Poverty 7.0% 10 9% 22 B Median Family Income $20,724 $11,193 Percent of Families Below Poverty 7.0% 12 1% 16 C Median Family Income $20,724 $11,827 Percent of Persons Below Poverty 14 1% 20.3% Median Value of Owner Occupied Housing $49,000 $25,800 Median Rent $209.00 $187.00 Tract 208 D Percent of People Unemployed 15 or More Weeks 18 3% 33 8% Percent of Families Below Poverty 7.0% 10.6% 18 E Mean Weeks of Unemployment 8 9 12.5 Median Family Income $20,724 $13,250 Percent of Families Below Poverty 7.0% 22.5% 19 F, G Median Family Income $20,724 $10,638 Percent of Families Below Poverty 7.0% 24 1% Median Owner Household Value $49,000 $19,400 Median Rent $209.00 $ 95.00 Tract 212 H, I Perce~t of People Unemployed 15 or More Weeks 18.3% 25 2% Median Family Income $20,724 $12,904 Percent of Families Below Poverty 7.0% 20 3% Tract 204.01 J Median Household Income $14,498 $11,851 13 K Percent of Families Below Poverty 7 0% 13.4% Median Family Income $20,724 $17,098 '1980 Census Statistics EXHIBIT B-PAGE SOLO Capital Improvement Plan-Public Works Improvements Planned in Blighted Areas A, B, C, D, J & K No improvements included in 5 year Capital Improvement Plan or Community Development Block Grant Program (CDBG) at this time. E Prairie Street Paving Project Start: June~ 1984 Finish. August~ 1984 Funding: Street Department and CDBG Cost $45,000 F East Prairie street Drainage Project Start. 1985 Finish: 1986 Funding: ~apital Improvement & Project Bond Cost $166,000 Robertson Street Paving Pro3ect Start. 1984 Finish. 1985 Funding: CDBG Project Cost: $230,000 Demolition of Dilapidated Houses Start. 1984 Finish 1985 Funding. CDBG Project Cost: $30,000 G Willow Springs Drainage Project Start. 1987 Finish: 1988 Funding: Capital Improvement Project Bond Cost: $337,000 H Spencer Road Water Line Project (1000' of 8" line) Start: 1984 Finish. 1985 Funding. Capital Water & Sewer Bond Cost. $22,000 I Loop 288 (MKT RR North) Water Line (4.500' of 16" Lzne) Start: 1986 Finish. 1987 Funding' Capital Water & Sewer Bond Cost $112,500 EXHIBIT C-PAGE SOLO 155L RESOLUTION WHEREAS, the term of office for Place 3 of the City of Denton, Texas on the Board of Directors of the Texas Municipal Power Agency will terminate July 1, 1984, and WHEREAS, Roland Vela was heretofore appoznted by the Czty Counczl of the City of Denton, Texas to Place 3 on the Board of Directors of the Texas Municipal Power Agency and has been serving as such Director to the present tzme, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I Pursuant to the terms and provisions of Ordinance No 75-22 of the City of Denton, Texas, Roland Vela is hereby appoznted to the two year term of office to Place 3 on the Board of Directors of the Texas Municipal Power Agency. The term of office beginning July 1, 1984 and endzng June 30, 1986 SECTION II. This Resolution shall become effectzve from and after its date of passage, and it is so ordered./ PASSED AND APPROVED this the~~/;~ day of .~.~.~.-'5 1984. o V CITer OF DF/NTON, TEXAS ATTEST: CHAI{LOTT~ ALLEN; CiTY SECliE'£~{Y CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM C J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS ?" Do Ne> t t RESOLUTION WHEREAS, by Resolution adopted March 4, 1980, by the City Council of the C~ty of Denton, Texas, the C~ty of Denton auth- orized the creation of the City of Denton Industrial Development Authority to exercise the powers of such corporations organized pursuant to the Development Corporation Act of 1979, as amended (the "Act"); and WHEREAS, the Act together w~th the Rules for Issuing Industrial Development Bonds promulgated thereunder by the Texas Economic Development Commlsslon (the "Rules"), provide for the f~nanc~ng of projects for commercial uses; and WHEREAS, said Act and Rules provide certain procedures w~th respect to the establishment and designation of Eligible Blighted Areas w~th~n the C~ty for the purposes of financing projects for commercial uses and alleviating economically d~sadvantaged areas; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the areas outlined on the attached maps which are designated boundaries and are further described in Exhibits A and B attached hereto are established and designated as Eligible Blighted Areas for the purposes of the Act and the Rules, all being portions of the C~ty. SECTION II. That the City f~nds that the areas designated here~n as Eligible Blighted Areas contain a substantial number of under employed people and substandard or deteriorating structures which impair or arrest the sound growth of the C~ty and are areas that constitute an economic or social liability ~n their present condxtion or use. The ~nformat~on attached as Exh~D~t C further supports the C~ty's decls~on to designate the areas referenced in Exhibits A and B as Eligible Blighted Areas. SECTION III. That the C~ty f~nds and represents to the Texas Economic Development Comm~ss,on that the availability o~ ~nanc~ng of projects for commercial uses under the Act will contribute slgn~f~cantly to the alleviation of the bllghted condltlons found to ex~st ~n the designated Eligible Blighted Areas. SECTION IV. That the principal types of pro~ects tor commercial uses deslred and authorized by the Clty to enhance its redevelopment efforts in the Eligible Bllghted Areas are those projects allowed under the Act and as may be limited by more restrictive policies established by the C~ty of Denton Industrial Development Authority. SECTION V. That the C~ty represents that ~t will review all project descriptions for approval of specific projects for commercial uses ~n order to determine whether such projects are consistent PAGE 1 with the C~ty's objectives for redevelopment o~ the Eligible Blighted Areas. SECTION VI. That attached hereto as Exhibit D ~s a description of proposed public improvements to be made ~n the Eligible Blighted Areas, the estimated commencement and approximate schedule for such public ~mprovements, and the source of funds the C~ty w~ll use for such purposes, all of which is based on the City's best estimates as of the date of adoption of this resolution. SECTION VII. That th~s Resolution shall take effect ~mmedlately upon its adoption and the C~ty Secretary ~s hereby d~rected to transmit a cert~fled copy of th~s Resolution to the Texas Economic Development Commission. PASSED AND APPROVED thls the~'day of~ ~J/M_~--~ 1984. CIT~ OF D~NTON, TEXAS ATTEST: CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM C. J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON~ TEXAS PAGE 2 EXHIBIT A Blighted Area Boundary for Chris Bancroft Property North - collins Street East - Fort Worth Dr~ve West - cleveland Street South - North Boundary of the 510 apartments property (formerly the Yucca Motel) See Attached Map PAGE 3 COLLINS TRACT ~ tRAEt TRACT ~135 _ -, 'RACT TRACT ~136 ~ ,so RACT (~ ~ ~O , ,, TRACT ~137 ? EXHIBIT B Bllghted Area Boundary for John Adaml Property-Block 235 West - Dallas Drive North - Beginning at a point 301 feet northwest of the intersection of Smlth and Dallas Drives along a line 590 feet east. East - South 208 feet from the northeast boundary point to Smith Dr~ve South - 385 feet east along Smith Dr~ve from the intersection of Dallas Dr~ve and Smith Street) See Attached Map PAGE 4 EXHIBIT C Blighted Area Designation StatistIcs Neighborhood Blighted Areas Item c~t~ Neighborhood 22 Intersection of Median Family cleveland & collins Income (Bancroft Property) $20,724 $11,193 Percent of Families Below Poverty 7% 12.1% 19 Intersection of Median Family Smith & Dallas Drive Income $20,724 $10,638 (Adam~ Property) Percent of Families Below Poverty 7% 24.1% Median Owner Household Value $49,000 $19,400 Median Rent $ 209 $ 95 PAGE 5 EXHIBIT D Capital Improvement Plan - public Works Improvements Planned in Blighted Areas Area Intersection of cleveland & Collins (Bancroft Property) No Public Improvements Planned Intersection of Smith & Dallas Dr~ve (Adam~ Property) No Public Improvements Planned PAGE 6 RESOLUTION WHEREAS, the City of Denton, Texas, is concerned with the development of viable urban communlt~es, ~nclud~ng decent housing, a suitable living environment and expanded economic opportunities; and WHEREAS, the City of Denton, has a special concern for persons of low and moderate ~ncome, and WHEREAS, the City of Denton, as an entitlement City, has prepared through a citizen partlc~patlon process, a program for ut~llz~ng its f~rst year entitlement funds ~n the amount oi $614,000; and WHEREAS a public hearing has been held in accordance with law; and WHEREAS, the Act requires an appllcat~on and appropriate certlf~catlons; now, therefore, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the City Council of the City of Denton, Texas authorizes the City Manager to s~gn and submit to the Department of Housing and Urban Development a grant application and appropriate assurances for entitlement funds under the Housing and Community Development Act of 1974, as amended. SECTION II. That the City Council of the C~ty of Denton, Texas authorizes the City Manager to handle all fiscal and administrative matters related to the application, the Housing Assistance Plan and the assurances required therefore. SECTION III. The C~ty Secretary is hereby authorized to forward a certified copy of this resolution to the Department of Housing and urban Development. .-% PASSED AND APPROVED this the ~"~day of ~/~ ~, 1984. /_. I CITY OP D~TON, TEXAS ATTEST: CHARL~)T~E ALLEN, CITY SECRET;~ APPROVED AS TO LEGAL FORM: C. J. TAYLOR, JR.t CITY ATTORNEY CITY OF DENTON, TEXAS LATE ACCEPTANCE RESOLUTION Whereas the City Council of the City of Denton, Texas, enacted an ordinance on October 4, 1983, granting to General Telephone Company of the Southwest a franchise for the use of public property ~n the rendltlon of telephone service, and Whereas acceptance of the ordinance by General Telephone Company of the Southwest was not made within 60 days of enactment, and Whereas General Telephone Company of the Southwest has agreed to make all payments from date of acceptance under the terms of the ordinance; and Whereas General Telephone Company of the Southwest d~d on the 21st day of May, 1984, accept the ordinance; now therefore be it Resolved that the C~ty Council of the C~ty of Denton, Texas, agrees to the late acceptance by General Telephone Company of the southwest the same as if it had been made heretofore on or w~th~n 60 dayS of enactment of the ordinance. Approved this ~7~--day of O~d~__~ , 1984. ? APPROVED AS'TO LEGAL FORM C 3 TAYLOr, JR , CITY ATTORNEY CITY OF DENTON, TEXAS RESOLUTION WHEREAS, the City Council of the City of Denton passed on final reading Ordinance No. 83-111 on the 4th day of October, 1983 granting to General Telephone Company a franchise to operate in the City of Denton, Texas, and WHEREAS, General Telephone Company has requested the City Council to delete the provisions of Section XVIII pertaining to the reimbursement of the City of its expenses in analyzing and evaluating future proposed rate requests by General Telephone, and %CHEREAS, the City Council is of the opinion that the requested section deletion should not be made, but instead clarified by the passage of a separate resolution regarding Section XVIII, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS: SECTION I. The City Council of the City of Denton, Texas hereby affirms that the provisions of Section XVIII of Ordinance No. 83-111 pertaznfng to the reimbursement to the City of Denton of reasonable fees and expenses of an independent study and evaluation of future proposed rate requests by General Telephone Company would become effective only in the znstance where the Public Utility Commission is abolished and the rate making authority is redelegated to the Czty Council of the City of Denton, Texas. SECTION II. It was the intent of the City Council that rate increases and reimbursement to the City of Denton for expenses would be controlled solely by State Law and the Public Utility Commission of the State of Texas so long as such Commission remains zn exlste~ce. '- ' YCT~'V ~CI~y OF DE~TON, TEXAS ATTEST CHARLOTTE~LLEN, CITY SECRETARY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: C. J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS AN ORDINANCE WHEREBY THE CITY OF DENTON, TEXAS, GRANTS THE RIGHT, PRIVILEGE AND FRANCHISE TO GENERAL TELEPHONE COMPANY OF THE SOUTHWBST, GRANTEE, AND ITS SUCCESSORS AND ASSIGNS, TO CONSTRUCt, ERECT, BUILD, EQUIP. OWN, MAINTAIN AND OPERATE IN, ALONG, UNDER, OVER AND ACROSS THE PUBLIC STREETS, AVENUES, ALLEYS, BRIDGES, VIADUCTS AND PUBLIC GROUNDS OF SAID CITY, SUCH POSTS, POLBS. WIRES, CABLES. CONDUITS AND OTHER APPLIANCES, STRUCTURES AND FIXTURES NECESSARY OR CONVENIENT FOR RENDITION OF TELEPHONE AND 0THBR COM~UNICATION SERVICE AND FOR CONDUCTING A GENERAL LOCAL AND LONG DISTANCE TELEPHONE BUSINESS, SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF FRANCHISE, PROVIDING FOR AN ANNUAL PAYMENT IN LIEU OF CERTAIN OTHER PAYMENTS, PROVIDING FOR REGULATION AND USE 0P THE TELEPHONE SYSTEM, AND PROVIDING FOR THE REPEALING OF CONFLICTING ORDINANCES AND FOR PARTIAL INVALIDITY. WHEREAS, General Telephone Company of the Southwest, hereinafter referred t~ as the "Telephone Company", is now and has been engaged in the telephone and communication business in the State of Texas and within the city limits of the City of Denton, Texas, hereinafter referred to as the "City", ana in furtherance thereof, h~s erected and maintained certain items of its plant, and WHEREAS, it is to the mutual advantage of both the City and the Telephone Company that an agreement should be entered into between the parties establishing the conditions under which the Telephone Company shall operate within the City, Now, Therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, THAT SECTION I. GRANT OF RIGHT, PRIVILEGE AND FRANCHISE FOR CONSTRUCTION AND MAINTENANCE OF TELEPHONE PLANT AND SERVICE There is hereby granted by the City to the Telephone Company and its successors or assigns, the r~ght and privilege to construct~ erect, build, equip, own, maintain and operate in, along, under, over 'and across the streets, alleys, avenues, bridges,, viaducts and public grounds now within the present limits of the City and within said limits as the same from time tO time may be extended, such posts, poles, wires, cables, conduits and other appliances, structures and fixtures necessary or convenient for rendering telephone and other communication servlce, s and lor conductng a general local and long distance telephone business PAGh 1 SECTION II SUPERVISION BY CITY OF LOCATION OF POLES AND CONDUIT That all poles to be placed shall be of sound material and reasonably straight, and shall be so set that they will not interfere with the flow of water ~n any gutter or dra~n, and so that the same w~ll interfere as l~ttle as practicable w~th the ordinary travel on the street or sidewalk The location and route of all poles, stubs, guys, anchors, condu~ts and cables to be placed and constructed by the Telephone Company in the construction and maintenance of its telephone system ~n the City, and the location of all conduits to be la~d by the Telephone Company within the l~mts of the City under th~s ordinance, shall be subject to the reasonable and proper regulation, control and dzrect~on of the C~t7 Council or of an7 C~ty official to which such duties have been or may be delegated. All constTuct~on plans shall be submitted to the City for review prior to commencing construction. SECTION III. STREETS TO BE RESTORED TO GOOD CONDITION That the surface of any street, alley, hzghway or public place within the City disturbed by the Telephone Company ~n buildIng, constructing, renewing or maintaining ~ts telephone plant and system shall be restored within a reasonable time after the completion of the work to as good a condition as before the commencement of the work and ma~ntazned to the satzsfactzon of the C~ty Counczl, or of any City official to whom such dutzes have been or may be delegated, for one year from the date of the surface of sa~d street, alley, highway or public place ~s broken for such construction or maintenance work, after which t~me the responsibility for the maintenance shall become the duty of the C~ty No such street, alle7, h~ghway or public place shall be encumbered for a longer per~od than shall be necessary to execute the work SECTION IV OPERATION AND b~INTENANCE OF TELEPHONE PLANT That the Telephone Company s~all maintain ~ts system ~n reasonable operating condition ~n accordance w~tn iexas Public PAGF_2 Utility Commission Service and Transmission Standards at all normal times during the continuance of this agreement An exception to this conaltlon is automatically in effect when service furnished by the Telephone Company is interrupted, impaired, or prevented by fires, strikes, riots or other occurrences beyond the control of the Telephone Company, or by storms, floods, or other casualties, in any of which events the Telephone Company shall do all things, reasonably within Its power to do, to restore normal service SECTION V. TEMPORARY REMOVAL OF WIRES That the Telephone Company on the request of any person shall remove or raise or lower its wires within the City temporarily to permit the moving of houses or other bulky structures The expense of such temporary removal, raising or lowering of wires shall be paid by the benefited party or parties, and the TelephoDe Company may require such payment in advance. The Telephone Company shall be given not less than forty-eight (48) hours advance notice to arrange for such temporary w~re changes The clearance of wires above ground or rails within the City and also underground work shall conform to the basic standards of the National Electrical Safety Code, National Bureau of Standards, Unltea States Department of Commerce, as promulgated at the t~me of erection thereof. SECTION VI. TRBE TRIMMING That the right, license, privilege and permission is hereby granted to the Telephone Company, its successors and assigns, to trim trees upon and overhanging the streets, alleys, sidewalks, and public places of the City, so as to prevent the branches of such trees from coming in contact with the w~res or cables of the Telephone Company, and when so ordered by the C~ty, said trimming shall be done under the supervision and direction of the City Council or of any City official to whom said duties have been or may be delegated. SECTION VII ANNJAL CASH CONSIDERAIION fO BE PAID BY THh TELEPHONE COMPANY lhat to ~ndemn~fy the City for any and all possible damages PAok 3 to ~ts streets, alleys, and public grounds which may result from the placing and maintenance therein or thereon of the Telephone Company's poles, conduits, or other equipment or apparatus, and to compensate the City for its superzntendence of this agreement, and as the cash consideration for the same, the Telephone Company agrees to pay to the City annually durxng the continuance of thls agreement a sum of money equal to two percent (2%) of the annual gross recezpts for the preceding year recezved by the Telephone Company from the rendition of local exchange telephone transmission serwce to customers wlthxn the corporate lmm~ts of the City. The first payment hereunder shall be made March 31, 1984, and shall equal in amount to two percent (2%) of the gross receipts received from the date of January 1, 1983 to December 31, 1983, and thereafter payment shall be made annually on March 31st, as herein prowded. SECTION VIII. PAYMENT OF CASH CONSIDERATION TO BE IN LIEU OF ANY OTHER PAYMENTS EXCEPT USUAL GENERAL OR SPECIAL AD VALOREM TAXES That the City agrees that the consideration set forth ~n the preceding section hereof shall be pa~d aha received in l~eu of any tax, l~cense, charge, fee, street or alley rental or any other character or charge for use and occupancy of the streets, alleys, and public places of the Czty, ~n lieu of any pole tax or xnspectxon fee tax; sn lieu of any easement or franchise tax, whether lewed as an ad valorem, special or other character of tax, and ~n l~eu of any ~mposltlon, except as prowded in Section XIVV here~n, other than the usual general or special ad valorem taxes now or hereafter levied Should the City not have the legal power to ~gree that the payment of the foregoing cash consideration shall be ~n lieu of the taxes, licenses, charges, fees, =entals, and easement or franchise taxes aforesaid, then the C~ty agrees that it w~ll apply so much of said payment as may be ,necessary to the satisfaction of the Telephone Company's obl~gat.xons, if any, to pay any such taxes, licenses, charges, fees, rentals, and easement or franchise taxes ~&GE 4 SEC~ION IX. FACILITIES TO BE FURNISHED CITY AS ADDITIONAL CONSIDERATION That in addition to the consideration set forth in Section VII, the Telephone Company shall hold itself ready to furnish, subject to the use of the City, such wire space as may be required from time to time by the C~ty upon the poles now owned or hereafter erected by the Telephone Company in the City for the use of the City's police and f~re alarm system, provided that the required w~re space shall not exceed four w~res on any one pole. The location on the poles of th~s fire and police w~re space shall be determined on specific applications for space, at the time the applications are received from the C~ty, and will be allotted ~n accordance with the considerations for electrical construction of the United States Department of Commerce, Bureau of Standards In its w~re construction on the Telephone Company's poles, the C~ty will follow the suggestions and requirements laid down for w~re construction in the Rules and Regulations of the Bureau of Standards of the United States Department of Commerce. All such wires shall be constructed, maintained and operated ~n such manner as not to ~nterfere w~th, nor create undue hazard ~n, the operation of the telephone system of the Telephone Company. The Telephone Company shall not be responsible to the City for any claxms, demands, losses, su~ts, judgments for damages or lnourles to persons or property by reason of the construction, maintenance, inspection or use of the police and f~re alarm w~res belonging to the C~ty SECTilON X. ATTACHMENTS ON POLES NOT HERE AFFECTED That nothing ~n ~hls ordinance contained shall be construed to require or permit any electric light or power w~re attach- ments b~ the C~ty or for the C~ty, except that cable trenches shall be shared with the C~ty where englneerlngly feasible. If light or power attachments are desired by the City or for the C~ty, then a further separate noncontlngent agreement shall be a prerequisite to ~uch attachments by the C~ty, however, joint use of poles under a separate agreement must be permitted ~othlng herezn contazned shall oblzgate or restrzct the Telepone Company ~n exerczsxng ~ts r~ght voluntarzly to enter znto pole attach- ment, pole usage, 0o~nt ownership, and other wzre space and faczl~t~es agreements w~th the l~ght and power companies and wzth otherwise using companzes which may be privileged to operate w~th~n the C~ty SECTION XI NO EXCLUSIVE PRIVILEGES CONFERRED BY THIS ORDINANCE That nothing here~n contazned shall be construed as g~wng to the Telephone Company any excluszve pr~wleges, and th~s franchise ~s granted sub0ect to all of the provisions of the Charter of the Czty of Denton. SECTION XII. SUCCESSORS AND ASSIGNS That the rights, powers, l~m~tat~ons, duties and restrzctzons here~n prowded for shall ~nure to and be b~ndxng upon the part~es hereto and upo~ their respective successors and assigns. SECTION XIII. LIABILITY OF CITY That during the per~od th~s ordznance ~s ~n existence and en3oyed by the Telephone Company, the Telephone Company shall zndemnzfy and hold harmless the C~ty from any and all claims for losses, damages and ~nour~es occasioned to or sustazned by any persons, f~rms or corporatzons, or their property by reason of the existence, maintenance, operation or continuance of th~s ordinance and the exercise of all r~ghts herezn contracted for, except as here~n otherwzse prowded SECTION XIV PERIOD OF FRANCHISE That the r~ght, pr~wlege and franchise hereby granted shall be for a per~od of twenty (20) years from and after ~ts effective date here~n after provided SECTION XV BREACH OF AGREEMENT If the C~ty shall believe that the Telephone Company has breached any provision hereof, the C~ty shall g~ve wrztten not~ce thereof to the Telephone Company specifically pointing out the breach complazned of and the Czty shall take no further action, legal or otherwise, by reason of any such breach unless and until the telephone company shall have fa~led to take steps to eliminate such breach for a per~od of s~xty (60) days after said written notice is given SECTION XVI PARTIAL INVALIDITY AND REPEAL PROVISION That ~f any section, sentence, clause, or phrase of tMs ordinance ~s for any reason held to be ~llegal, untra v~res or unconstltut~onal, such ~nval~d~ty shall not affect the validity of the remaining portions of this ordinance and agreements ~n conflict herewith are hereby repealed. SBCTIQ~ XVI.I. DELEGATION OF AUTHORITY That the C~ty may delegate to a designated official or officials the exercise of any and all of the powers conferred upon the C~ty hereby or by applicable State statutes and laws wMch relate to the supervision and regulation of the Telephone Company ~n ~ts exercise of the r~ghts and franchises here~n conferred, but the governing body of the C~ty shall reserve to ~tself exclusively and to the full extent possessed, all powers, ~f any, to f~x and regulate charges and rates of the Telephone Company g~ven the City by law and th~s franchise All lawful powers not delegated by the governing body of the C~ty are reserved to, and shall be exercised by, sa~d governing body exclusively That at all reasonable t~mes, during the continuance of the r~ghts here~n granted, the local exchange and general offices of the Telephone Company shall be open to the sa~d governing body or ~ts designated official for ~nspect~on of original contracts, books of account and cost operating records pertaining to ~ts operations covered By th~s franchise Any method of accounting heretofore or hereafter adopted or authorized by any law of the Un,ted States or of the State of 2exas or under or pursuant to the authority of any such law shall be deemed proper and sufficient accounting as to all matters covered thereby. ~SECFION XVIII RATE REGULATION lhat it is mutually unaerstood an~ agreed that an) regulation or ~x~ng of rates to oe cha~¢u by the [elephone Company to the inhabitants of the City shall be pursuant to authority granted by the Public Utility Commission of the State of Texas, and ~n accordance with the laws of sa~d State effect at such times, prowded,~however, that if the Telephone Company makes an application to change ex~st~ng rates the Telephone Company agrees to reimburse the C~ty of Denton or reasonable fees and expenses of any ~ndependent study and evaluation of the proposed rates by consultants, engineers, and attorneys specially employed by the C~ty J That nothing in this ordinance is ~ntended to add to or detract from any authQrlty granted by the Legislature of the State of Texas to the City to fix or otherwise regulate tile rates and charges of the Telephone Company SECfION XVIX ACCEPTANCE OF AGREEMENT That the Telephone Company shall have s~xty (60) days from and after the passage and approval of th~s ordinance to f~le ~ts written acceptance thereof w~th the C~ty Secretary, and upon such acceptance being filed, this ordinance shall take effect and be ~n force from and after the date of ~ts passage and approval by the Mayor, and shall effectuate and make b~nd~ng the agreement prowded by the terms hereof. PASSED AND APPROVED this the ~ 7'f~ay of~~.~ 1983 PASSED AND APPROVED this the ~:~Ov~-~ay of_ ~j~ ~---~-~983 PASSED AND APPROVED th~s the'/~r~ day of ~:~7~, 1983 ~IgHARD O/ ST5W~,-~YOR~ CITY 0F D~NTON, TEXAS ATTEST CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM. C J TAYLOR, JR , CITY ATTORNEY CITY OF DENTON, TEXAS PA6k 8 ACCEPTANCE WHEREAS, the City Council of the City of Denton, Texas, did on the 4th day of October, 1983, enact an Ordinance entitled "AN ORDINANCE WHEREBY THE CITY OF DENTON, TEXAS, GRANTS THE RIGHT, PRIVILEGE AND FRANCHISE TO GENERAL TELEPHONE COMPANY OF THE SOUTHWEST, GRANTEE, AND ITS SUCCESSORS AND ASSIGNS, TO CONSTRUCT, ERECT, BUILD, EQUIP, OWN, MAINTAIN AND OPERATE IN, ALONG, UNDER, OVER AND ACROSS THE PUBLIC STREETS, AVENUES, ALLEYS, BRIDGES, VIADUCTS AND PUBLIC GROUNDS OF SAID CITY, SUCH POSTS, POLES, WIRES, CABLES, CONDUITS AND OTHER APPLIANCES, STRUCTURES AND FIXTURES NECESSARY OR CON- VENIENT FOR RENDITION OF TELEPHONE AND OTHER COMMUNICATION SERVICE AND FOR CONDUCTING A GENERAL LOCAL AND LONG DISTANCE TELEPHONE BUSINESS; SETTING FORTH CONDITIONS ACCOMPANY- ING THE GRANT OF FRANCHISE, PROVIDING FOR AN ANNUAL PAYMENT IN LIEU OF CERTAIN OTHER PAYMENTS, PROVIDING FOR REGULATION AND USE OF THE TELEPHONE SYSTEM, AND PROVIDING FOR THE REPEALING OF CONFLICTING ORDINANCES AND FOR PARTIAL INVALIDITY." and WHEREAS, said Ordinance was on the 4th day of October, 1983, duly approved by the Mayor of said City and the seal of said city was thereto affixed and attested by the City Secretary, NOW THEREFORE, in compliance with the terms of said Ordinance as enacted, approved and attested, General Telephone Company of the Southwest hereby accepts said Ordinance and files this its written acceptance with the City Secretary of the City of Denton, Texas, in his office Dated this 21st day of May, A D 1984. GENERAL TELEPHONE COMPANY OF THE SOUTHWEST ATTEST- Assistant Secretar]~ Acceptance filed in the office of the City Secretary of Denton, Texas, this ~day of (~-~ _ , A.D 1984 'vCIty Secretary ~ RESOLUTION WHEREAS, by Resolution adopted March 4, 1980, by the City Council of the C~ty of Denton, Texas, the City of Denton auth- orized the creation of the City of Denton Industrial Development Authority to exercise the powers of such corporations organized pursuant to the Development Corporation Act of 1979, as amended (the "Act"); and WHEREAS, the Act together with the Rules for Issuing Industrial Development Bonds promulgated thereunder by the Texas Economic Development Commission (the "Rules"), provide for the financing of projects for commercial uses; and WHEREAS, said Act and Rules provide certain procedures w~th respect to the establishment and designation of Eligible Blighted Areas w~th~n the C~ty for the purposes of klnanclng projects for commercial uses and alleviating economically d~sadvantaged areas; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the areas outlined on the attached maps which are designated boundarles and are further described ~n Exhibits A and B attached hereto are established and designated as Eligible Blighted Areas for the purposes of the Act and the Rules, all being portions of the C~ty. SECTION II. That the C~ty f~nds that the areas designated here~n as Eligible Blighted Areas contaln a substantial number of under employed people and substandard or deteriorating structures which ~mpair or arrest the sound growth of the C~ty and are areas that constitute an economic or social liability ~n their present conditlon or use. The ~nformatlon attached as Exhibit C further supports the city's declslon to designate the areas referenced in Exhibits A and B as Eligible Blighted Areas. SECTION III. That the C~ty f~nds and represents to the Texas Economic Development Comm~ssion that the availability of financing of projects for commercial uses under the Act will contribute s~gnlf~cantly to the allev~atzon of the blighted conditions found to ex~st in the designated Eligible Blighted Areas SECTION IV. That the principal types of projects for commercial uses desired and authorized by the C~ty to enhance ~ts redevelopment efforts ~n the Eligible Blighted Areas are those projects allowed under the Act and as may be l~mlted by more restrictive policies established by the City of Denton Industrial Development Authority. SECTION V. That the C~ty represents that it w~ll review all project descriptions for approval of speclflc projects for commerclal uses ~n order to determine whether such projects are consistent PAGE 1 with the City's objectives for redevelopment of the Eligible Blighted Areas. SECTION VI. That attached hereto as Exhibit D ~s a description of proposed public improvements to be made ~n the Eligible Blighted Areas, the estimated commencement and approximate schedule for such publlc improvements, and the source of funds the Clty will use for such purposes, all of which ~s based on the C~ty's best estimates as of the date of adoption of this resolution SECTION VII. That th~s Resolution shall take effect immediately upon 1ts adoption and the C~ty Secretary ~s hereby d~rected to transmit a certified copy of th~s Resolution to the Texas Economic Development Commission. PASSED AND APPROVED thls the--~7~--day of/~/~)?~j , 1984. ATTEST: CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: C. J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS PAGE 2 EXHIBIT A Blighted Area Boundary for Intersection of Eagle Dr~ve and Carroll Boulevard West Boundary - South Carroll Boulevard North Boundary - Eagle Dr~ve East Boundary - Fort Worth Drive (H~ghway 377) South Boundary - Intersection of Carroll and Fort Worth Drive PAGE 3 EXHIBIT B Blighted Area Boundary for IntersectIon of 1-35E and Mayh~ll Road South Boundary - Page Road West Boundary - Southwest along 1-35 E and northwest along Mayhlll Road North Boundary - Along Mayhmll Road to the intersection of Mayhmll and C1ty Boundary and South along MKT Rallroad Tracks to C~ty Boundary. East Boundary - C~ty Boundary Lmne PAGE 4 EXHIBIT C Blighted Area Designation Statistics Neighborhood Blighted Areas Item Clt~ Neighborhood 22 Intersection of Median Family Eagle & Carroll Blvd. Income (see exhibit for $20,724 $11,193 boundaries) Percent of Families Below Poverty 7% 12.1% Tract 212 Intersection of Median Family 1-35E & Mayhlll Road Income $20,724 $12,904 Percent of Families Below Poverty 7% 20.3% PAGE 5 EXHIBIT D Capital Improvement Plan - public Works Improvements Planned ~n Blighted Areas Area Intersection of Eagle & Carroll Boulevard No Public Improvements Planned Intersection of 1-35E & Mayhlll Road No Public Improvements Planned PAGE 6 Nexit DoC ument RESOLUTION OF THE CITY COUNCIL APPROVING THE ISSUANCE OF BONDS BY THE CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY TO FINANCE A PROJECT FOR MARKETING AND RE- SEARCH COUNSELORS, INC. FOLLOWING A PUBLIC HEARING WHEREAS, by resolution the City Council (the "Governing Body") of Clty of Denton, Texas (the "Unit"), authorized and approvedlthe creation of the City of Denton Industrial Devel- opment Authority (the "Issuer") as a nonprofit industrial de- velopmen~ corporation under the provisions of the Development Corporation Act of 1979, Article 5190.6, Vernon's Annotated Texas CiVil Statutes, as amended (the "Act"); and WHEREAS, by resolution adopted on January 12, 1984, the Issuer agreed to issue industrial development revenue bonds on behalf of Marketing and Research Counselors, Inc. to flnance the cos~ of facilities (the "Project") to accomplish the spe- cific public purpose for which the Issuer was created; and WHEREAS, the Issuer now desires to provide for the issu- ance and sale of its Industrial Development Revenue Bonds, Se- ries 1984 (Marketing and Research Counselors, Inc. Project) (the "Bonds"), in the maximum aggregate principal amount of $1,350,000, by adoptlng a resolution substantially in the form attached.hereto as Exhibit A (the "Resolution"); and wHEREAs, on July 17, 1984, the Unit held a public hearing in a location whlch, under the facts and circumstances, was conven~eDt for residents of the Unit, with respect to the Bonds and thelProject following publication of reasonable publlc no- tice in the form attached hereto as Exhibit B (the "Notice") in compliance with Section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code"); and WHEREAS, the Governing Body is the elected legislative body of ~he Unit~ and wHEREAs, the Act provides that the Governing Body must, by resolution adopted no more than sixty (60) days prior to the date of delivery of the Bonds, specifically approve the resolu- tlon of ~he Issuer providing for the issuance of the Bonds, and Section 103(k) of the Code requires that the "appllcable elect- ed repr~sentative," which with respect to the Bonds is the Govern~n~ Body, approve the Bonds and the Project prior to is- suance~ NOWI, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF CITY OF DENTON, TEXAS, THAT~ 1. The Resolution of the Issuer providing for the sale and issuance of the Eonds, substantially in the form attached hereto as Exhibit A, is hereby approved. 2. The Governing Body hereby specifically approves the Bonds, as required by Section 103(k) of the Code, and the Pro]- ect, all as described in the Not~ce attached hereto as Exhibit B, and the Governing Body finds and determines that the Project is in furtherance of the public purposes of the Act. PASSED AND APPROVED this 17th day of July, 1984. Exhibit A - Resolution of Issuer Exhibit B - Notice of Public Hearing I dp1:21602 2 RESOLUTION WHEREAS, the Clty of Denton, Texas has filed an application with the United States of America, Federal Energy Regulatory Commlss~on, for a l~oense under Part I of the Federal Power Act to construct, operate, and maintain the Lewlsv~lle Project No. 3940-001; and, WHEREAS, the feas~blllty study for the construction of the Lew~svllle Hydroelectric Project has been completed and presented to the Denton C~ty Council; and, WHEREAS, the C~ty of Denton has received an Order Issuing License (Ma]or) (Issued March 27, 1984) from the United States of America, Federal Energy Regulatory Commission for said project No 3940-001; and, WHEREAS, the C~ty Council of the C~ty of Denton, Texas recognizes the feaslb~l~ty of the Lew~svllle Project 3040-001, now, therefore, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS THAT: SECTION I. The Dlrector of Utlllt~es of the C~ty of Denton, Texas, be and · s hereby authorized to accept the terms and conditions of the subject order between the Un,ted States of America, Federal Energy Regulatory Comm~sslon, and the C~ty of Denton, Texas. SECTION II. This Resolution shall be ~n effect ~mmed~ately upon its passage. PASSED AND APPROVED this the /~ay of ~~____, 1984. vCIT~ OF D~NTON, TEXAS ATTEST: C'~RLO'TT~. ALLEN, CITY SECRETARY CITY O'F DENTON, TEXAS APPROVED AS TO LEGAL FORM' C.J. TAYLOR, JR., CITY ATTORNEY CITY OF DENTON, TEXAS .,. • •, 1 " '. V ~/ .-_ cL. • - C y C C ' n O a U T a O y~ - ¢ ~~~ r v q i v L E ~ ~u 0 v c b L U E F v Y L / .^ • N J a c Q N O U' C U L uwa ^ ~. ti Y C C C a n Y T U q C L J q a Y P u v ti YL U q .r Y t q U a C q ~qn V w P Y q C N '^ L Y va' O L a C C. O '^ N..~ P r J C E s°1 a d q L 9 ~ C" C ] ~ U N v C d E Y. 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TS w~++~./u ~OOV M0 •~1 ~yp j1-OYMOC~• q) H~yb41~YON • 4{O{~~MM ~ tiY gEtif N MEtil i1W-N A.TI Of7 ••1• ••10•Qe V•BVp~.4••V aM O.rl~b•.Ai -U •O .4jEO y.1UN • u yyN YYV UHpq U O~ 5 q• 4N ,~(UO~1 N ~~/ N OagV U r ~r1 q MLO M4~~1 !O ~•1 V Y ONMO Vp +T~OVOVQA anOa~ ~p•M~O~V~ y VoO•w OaN O• •A•iOO R yOR~~V p pN.1OO/n• ~11~O~.1tlV • ~C N~g1 .pO1114Ctl .®1rq NA• kf1 N O.-I~®O1 Y 4 rq q+g170A•gr a~Uy~ ~Uyd •~E~40~ ~Su~6HB~Jpp+F ~+ Vpp OV~op RO c~G9•~qy•--.n.11 yTy H~p 1aU1A~~U~fiOEp VppO p~w.•a 6tl~A ~I~U •00~4V 0~1U~~r~=YartlO6VBUl! •1~O~yV.~ i_~ ~1~lllr ~3~ C/TYo/DENTON,TEXAS MUNICIPAL BUILDING / DENTON, TEXAS 76201 ! TELEPHONE(817)566-8200 July 25, 1984 _ -Project #3940-001 City of llenton Lewisville Dam Hydroelectric Proiect Lawrence R. Anderson, Director Office of Electric Power Regulation Federal Energy Regulatory Commission 825 North Capitol Street Washington, DC 20426 Dear Mr. Anderson: ~o~~ Enclosed herewith please find four (4) signed acknowledgements of acceptance of the terms and conditions of the Order Issuing License for the Lewisville Dam Hydroelectric FERC Project #3940-001. Also enclosed is a City Council Resolution acknowledging the acceptance of the subject order. Condition #43 and #44 of the license require the City to consult with the Texas Parks and Wildlife Department and the U.S. Fish and Wildlife Service on the design of a gravity flow water supply system to ensure uninterrupted flow to the Lewisville Fish Hatchery, and further, to consult on a plan for a construction schedule to ensure that that project construction and operation will not interfere with the operation of the Lewisville Fish Hatchery. The City of Denton staff and Black and Veatch Consulting Engineers have met with the State personnel operating the Fish Hatchery and representatives of the U.S. Fish and Wildlife Service. The principle concern of those agencies is the uninterrupted and undiminished operation of the Fish Hatchery's water supply. The City has already promised to arrange the project construction schedule to avoid disrupting the Hatchery's water supply during the four months of its highest water use. To insert the new wyes in the existing low flow conduits, those conduits will be dewatered for about one week each. However, only one conduit will be dewatered at a time. During this two week period, the City has promised that the Hatchery would have an uninterrupted flow of water equivalent to what it would have received if the conduit had not been dewatered. ` Project`#3940-001 City of Denton Lewisville Dam Hydroelectric Pro Page 2 The City and the agencies have not yet completed work on all of the details requested in Article #43. Since the Hatchery does not have adequate resources to identify the causes of their present water supply problem, the City has worked extensively with their operating personnel over the past two weeks in running flow tests, flushing and cleaning existing lines, locating, repairing, cleaning and opening partially closed valves in the main water supply line, and analyzing the Hatchery's overall water supply and distribution system. The flow tests have shown that the Hatchery's water transmission line is capable of delivering approximately 2,500 gallons per minute to a location adjacent to the Hatchery which is far more than adequate. However, flow tests indicate that the difficulties may be in the Hatchery's internal distribution system since only approximately 850 gallons per minute can be delivered to the first group of ponds in the Hatchery which are located approximately 100' from the location of the 2500 gallon per minute test. The City will continue to work with the Hatchery and analyze the results in an attempt to determine the Hatchery's problems and will work toward a solution that assures that the Lewisville Hydroelectric project will not adversely affect the Hatchery's operation. The City regrets this delay in resolving this issue and respectfully requests to be excused for this delay and requests a ninety (90) day extension to November 1, 1984, to comply with plans to address Article #43. The City will keep FERC informed of the progress in resolving this matter. If you have any questions concerning this matter, please contact llavid Lafebvre of Black and Veatch, Engineers-Architects, at (913) 967-2164. Thank you for your cooperation. Respectfully, ,~~ ~ ~ ' R. E. Nelson, P.E. Director of Utilities gcr cc: R. hi. Ellis, Black F, Veatch PO Bx 8405 Kansas City, MO 64114 David Lafebvre, Black F, Veatch Bx 8405 Kansas City, MO 64114 J. Johnson, U.S. Fish/Wildlife Services, Ft. Worth, Tx. T..Englehardt, Tx, Parks F, Wildlife Department Lewisville Fish Hatchery, Lewisville, Tx. C. David Ham, Asst. Dir. of Utilities, City of Denton file 3041U:43 C~CIFICATE F~R RESOLUTI(~ ~RIZING PUBLICATION OF NOTICE OF ~ICN TO ISSUE CEKTIFICATES OF OBLIGATION OF THE CITY OF DENTON, TEXAS, FC~ SOLID WA~~": DISPOSAL FACILITTF. q THE STATE OF 'l~m~S : (D0~NI~ OF D~WT(~ : CITY OF D~fON : We, the uD~erslgned officers of said City, hereby certify as follows: 1. The City Council of ~a~d Clty convened in R~GULAR ~-i'ING ON THE 17TE DAY OF JULY, 1984, at the Monlclpal Bulldang (City Hall), and the roll was called of the duly constituted officers a~&~ mea~ers of said City Councll, to-wit Charlotte Allen, City Secret~y It%chard O. Stewart, Mayor Mark Chew L~nnle Mu2~ams Charles Hopkins Dr. A. Ray Stephens J~m R~ddlesperger Joe Alford and all of said persons were present, except the following absentees: , thus constituting a quorum. ~_reupon, a~ong other b~siness, the follc~ing was transacted at said Meeting: a written RESULUTIC~ ADTHORIZING PUBLICATION OF NOTICE OF INteNTION TO ISSUE CERTIFICATES OF C~LICATIC~ OF THE CITY OF D~N~0N, TEXAS, FOR SOT,TD ~ DISPOSAL FACILITIES was duly Introduced for the consideration of said City Council end duly read. It was then duly moved and seconded that said Resolution be adopted; and, after ~l~e dlsc%mslon, said ~Otlon, carryIng w~th it the adoption of said Besolutlon, prevailed and carried by the followIng vote. AYES: All members of said City Co6ncll shown present above voted "Aye". 2, That a true, full, and correct copy of the aforesaid Besolutlon a~ at the Meeting described In the above end foregoing paragraph is attached to aD~ follows thls Certificate; that said Besolutlon has been duly recorded In said City Council's minutes of said MeetIng; that the above aD~t foregoing paragraph is a tr~e, full, and correct excerpt frcm said City Council's minutes of sald Meeting pere~nlD&3 the adoption of said Resolution, that the persons named In the above and foregoing paragraph are the duly chosen, qualified, and acting officers and m~mb~rs of said City Council as l~lcated thereIn; and that each of the officers and members of said City Council was d~ly and sufficiently notified officially and personally, In advau~e, of the time, place, and purpose of the aforesaid ~etlng, and that said Besolutlon wo~ld be Introduced and considered for adoption at said Meeting; aD~ that said Meeting was open to the public, and public notice of the time, place, and purpose of said m~etlng was given, all as required by Vernon's Ann. Tex. Civ. St. Article 6252-17. 3. That the Mayor of said City has approved, and hereby approves, the aforesaid Besolut~on; that the Mayor and the City Secretary of said City have duly s£gD~d said Resolution; and that the Mayor and the City Secretary of said City h~reby dec!a~e that theLr signing of this Certificate shall constitute th~ signing of the attached and followIng copy of said Besolutlon for all purposes. July, 19 4.. RESOLUTION AUTHORIZING PUBLICATION OF NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON, TEXAS, FOR SOLID WASTE DISPOSAL FACILITIES THE STATE OF TEXAS : cOUNTY OF DENTON CITY OF DENTON : WHEREAS, it ls deemed necessary and advisable that Notmce of Intention to Issue Certificates of Obligation be given as heremnafter provided. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON: Section 1. That attached hereto ms a form of "NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON, TEXAS, FOR SOLID WASTE DISPOSAL FACILITIES", the form and substance of whmch are hereby adopted and approved. Section 2. That the City Secretary shall cause sa~d NOTICE, mn substantmally the form attached hereto, to be published once a week for two consecutive weeks mn a newspaper of general circulation an the City, the date of the first publlcatmon to be at least fourteen (14) days prmor to the date tentatmvely set for the passage of the Ordinance authorizing the issuance of such Cert~fmcates of Obligation THE STATE OF TEXAS : COUNTY OF DENTON : CITY OF DENTON : NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON~ TEXAS~ FOR SOLID WASTE DISPOSAL FACILITIES THE CITY OF DENTON, in Denton County, Texas, hereby gives notice of intention to issue CITY OF DENTON CERTIFICATES OF OBLIGATION in the maximum principal amount of $1,800,000, for the purpose of paying all or a portion of the City's con- tractual obligations to be incurred pursuant to contracts for the construction of a solid waste disposal facility (landfill pro3ect) for the City, and the purchase of equipment, ma- chinery, and land therefor, and paying all or a portion of the contractual obligations for professional services of engineer- lng, architects, attorneys, and financial advisors in connec- tion with such solid waste disposal facilities and Certificates of Obligation. The City proposes to provide for the payment of such Certificates of Obligation from the levy and collection of ad valorem taxes in the City as provided by law, and from the revenues and income of the City derived from the charge made by the City for collecting garbage, trash, and rubbish from each individual family unit in the City, in accordance w~th Section 12-19(b) of the Code of Ordinances, and any amendment thereof or substitute therefor. The City Council of the City tenta- tively proposes to authorize the issuance of such Certificates of Obligation at 7:00 p.m. on the 21st day of August, 1984, in the City Council room at the Municipal Building, Denton, Texas. CITY OF DENTON, TEXAS By Charlotte Allen City Secretary RESOLUTION WHEREAS, Margaret Brown has requested that the 3200 Block of Broken Arrow Lane, a public street within the corporate limits of the City of Denton, Texas be temporarily closed to public vehicular traffic between the hours of 5.00 p.m. to 9.00 p.m. on July 28, 1984, for the purpose of having a neighborhood block party; and WHEREAS, Margaret Brown has assured the City Council that all residents in such block have agreed to the temporary closing of that portion of Broken Arrow Lane; and WHEREAS, Margaret Brown has further assured the City Council that no alcohollc beverages wlll be served at the above- mentIoned block party; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON TEXAS: SECTION I. That Broken Arrow Lane, a public street ~n the corporate l~m~ts of the C~ty of Denton, Texas, be temporarily closed to vehicular traffic ~n the 3200 Block of sa~d street from the hours of 5.00 p.m. to 9:00 p.m. on July 28, 1984, for the purpose of having a nelghorhood block party. SECTION II That the City Manager shall d~rect the appropriate City Department to erect barricades at both ends of the 3200 Block of Broken Arrow Lane at 5.00 p.m. on July 28, 1984, and to have the same removed at 9 00 p.m. on sa~d date. PASSED AND APPROVED this ~//'~ay of July, 1984 cIC ARD Or/ST MAYOR'" IT~ OF DF~TON, TEXAS ATTEST. CHARLOTTE ALLEN, CITY SECRETARY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM. JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS Do¢ ument , { RESOLUTION WHEREAS, the Director of the Personnel/Employee Relations Department for the City of Denton has presented proposed pollcles regarding employee rules and regulations flor the Council ' s conslderat ~on; and WHEREAS, the City Council desires to adopt such policies as o~flclal policies regarding employment w~th the City; NOWw THEREFOREv BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTONv TEXASt THAT SECTION I. The following policies, attached hereto and made a part hereof, are hereby adopted as official policies of the C~ty of Denton, Texas Medical Examinations (Reference No. 102.10) In-House Advancement Reference No. 104.04) Overtime Reference No. 106 04) Compensatory Time Reference No. 106 05) Holidays Reference No. 107 02 Vacation Bonus Time Reference No. 107 03) Absenteeism/Tardiness Reference No. 110 01) Jury Duty Reference No. 111 02) Death in the Family Reference No. 111 06) SECTION II. The lorego~ng policies are attached hereto and made a part hereof and shall be f~led in the official records with the City Secretary. SECTION III. The Employee Rules and Regulations of 1976 adopted by Resolution of the C~ty Council on February 1, 1977, are hereby rescinded to the extent they conflict with the foregoing policies and any administra- tive procedures and directives issued under the authority of the City Manager lmplement~ng the policies hereby adopted. SECTION IV. This Resolution shall be effective from and after its date of passage and approval. PASSED AND APPROVED this the ~/~day of ~/~, 1984. CITY OF DENTON~ TEXAS ATTEST CHARLOTTE ALLENt CITY SECRETARY CITY OF DENTON~ TEXAb APPROVED AS TO LEGAL FORM. JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTONw TEXAS CITY OF DENTON PAGE2 POLICY/ADMI~ISTRATI~'E PROCEDURE/&DMIiqlSTRATIYE DIR~,CTIV*E REFERENCE SECTION NUMBER PERSONNEL/EMPLOYEE RELATIONS 102.10 EFFECTIVE DATE SUBJECT EMPLOYEE APPOINTMENT REPLACES TITLE MEDICAL EXAMINATIONS 2.2 POLICY STATEMENT: It is the policy of the City of Denton to require certain employees as determinedlby the Job specification to be examined by a physician under certain circumstances described below. No one who is given a medical examination shall be employed unless the examining physician certifies that the person .meets the minimum standards of physical fitness required for the position. Medical examinations may be used to ensure that employees remain in good physical condition in order to perform the demands of the job. As a condition of employment, and based upon job requirements, all prospective or transferring employees may be required to pass a physical examination administered by a physician designated by the City of Denton. Employees may be required to have a physical examination on other occasions, such as promotion, or whenever the employee's supervisor determines that a potential health problem may prevent an employee from performing his/her job duties. I. Condiltions of Employment A. Rhysical examinations required by the City of Denton for promoted, transferred, or current employees shall be paid for by the City of Denton. Time spent by an employee in waiting for and receiving a physical examination shall be considered hours worked for pay purposes. B. Supervisors are responsible for notifying the Personnel/Employee Relations Department of any positions which place physical or environmental demands on the employee. Such positions will be reviewed by the Personnel/Employee Relations Department in order to evaluate and determine the type and extent of medical examinations required prior to Job performance. II. Payment of Medical Examinations A. Medical examinations paid for by the City of Denton are the property of the City of Denton and shall be confidential. A copy of the medical examination report shall be available to the employee upon written request. ~OLICY/ADMINISTRATIVR PROCEDURE/ADMINISTRATIVE DIRSCTIVE (Coutfnued) TITLE NUMBER MEBZCAL EXANINATZONS 102.10 / B. When the City of Denton requires a physical examination or physician's report concerning an t11ness or Inlury suffered by an employee, the examination shall be at the expense of the City of Denton and performed by a physician selected by the City of Denton. C. Such examinations may be authorized by the Director of Personnel only. Employees who are not satisfied with the physician's determination may submit a report from a physician of their own choosing and at their own expense. In the event of conflicting opinions, the City of Denton may employ a third physician to examine the employee. The City of Denton wtll pay for this third physical examination. D. The reports of the physicians involved, along with the demands of the job and the employee's ability to perform the job duties, will be the basis for a decision. Civil Service In the case of rejection of a Civil Service applicant for appointment, or for promotion, Civil Service proceedings shall apply if the applicant wishes to challenge the rejection. Vernon's Civil Statutes, Article 126gp, is available for rewew at the C~ty of Denton Public L~brary and the departments of Fire, Police, and Personnel/Employee Relations. 0248g CITY OF ,DENTON PAGE POLICY/ADMiNISTRATIVE PROCEDU~E/ADMINI~TRATIYg DIR~.CTIV~ RE~ERc~CE SECTION NUMBER PERSOnNEL/EMPLOYEE RELATIONS 104.04 EFFECTIVE DATE SUBJECT EMPLOYEE DEVELOPMENT REPLACES T~T~.~ 1976 Rules and IN-HOUSE ADVANCEMENT Regulations POLICY STATEMENT: The City of Denton's in-house advancement policy is to make every effort to ltl1 job vacancies by tn-house advancement of qualified employees to positions within the~Ctty. The authority to submit an employee requisition to fill a vacancy is!delegated to supervisory staff by department directors. Requesting supervisors will specify, in the requisition, when a vacancy is an in-house advancement opportunity for employees within the City. For any posted vacancy, alll employees shall have an equal opportunity to apply as long as they meet the minimum qualifications. An in-house advancement is defined as a move to a classification having a greater base rate of pay than the classification the employee is leaving. In most casesw the employee being considered will start at the base step of the new classification, or receive a five (5~) percent increase in salary, whichever is higher. Requests for exceptions to this practice must be submitted by the department director to the Personnel Director for approval. The decision for an in-house advancement will be based on the quality of each applicant's prior performance on the job as per the class specifications and job description. Other areas to be considered are attendance records, education,.records of progression, completion of training or developmental assignments; awards, letters of commendation, and details of leadership experiences where appropriate. 0251g CITY OF,DENTON pAOE OF : REFERENCE SECTION NUMEER PERSOnNEL/EMPLOYEE RELATIONS 106.04 SUBJECT ~AGE AND SALARY PLAN REPLACES OVERTIME 3 7 POLICY STATEMENT: The City of Denton requires employees to work overtime when necessary and as requested by the supervisor. Overtime is defined as authorized time worked by employees which exceeds their officially scheduled t~me and/or approved paid leave during an eighty (80) hour pay period. Overtime on any job shall be allocated as evenly as possible among all employees qualified to do the Job. The Personnel Director is responsible for maintaining the exempt/non-exempt status of all City positions. Superwsors shall make every effort to schedule overtime as far in advance as possible. Supervisors shall be held responsible for ensuring that overtime is assigned only when absolutely necessary. Exempt/NonqExempt Status A. Non-exempt employees are classified under the following job families: service/maintenance, office/clerical, and technical/para-professional. B. Exempt employees are classified under the following job families: management/supervision, professional, and executive. C. Employees in Job family M/l-3 will convert to non-exempt status for emergency overtime situations only. Overtime Pay A. Non-exempt employees will be paid at the rate of one and one-half times their regular rate of pay for authorized overtime. Overtime will be paid for all additional time worked to the nearest quarter hour. B. Regular part-time employees will not receive overtime pay until the number of hours actually worked exceeds an eighty (80) hour pay period. C. Seasonal and temporary employees are not eligible for overtime pay. 0258g CITY OF ,DENTON .AoE oF__L POLICY/AD~XlNIBTRATIVE PROCEDURE/&DMII~I~aTRATIVE DIRECTIVE REFERENCE SECTION NUMEER PERSONNEL/EMPLOYEE RELATIONS 106.05 EFFECTIVE DATE SUBJECT WA6E AND SALARY PLAN REPLACES TITLE COMPENSATORY TINE 3 7 POLICY STATEMENT: The City of Denton provides compensatory time at the discretion of the supervisor in lieu of paid overtime. Compensatory time is defined as time off taken as compen{ation for approved hours worked beyond an e~ghty (80) hour pay period. The overtime policy 106.04 requires all employees to work overtime when necessary and as directed by the supervisor. At the discretion of the supervisor, compensatory time off at the rate of one and one-half times the hours worked may be granted in lieu of paid overtime. A maximum of eighty (80) hours compensatory time may be accrued. All time accrued beyond that limit will be converted to overtime pay at the current pay rate. 0261g CITY OF,DENTON PAGE REFERENCE SECTION NUMBER PERSONNEL/EMPLOYEE RELATIONS 107.02 EFFECTIVE DATE SUBJECT EMPLOYEE BENEFITS AND SERVICES REPLACES TITLE HOLIDAYS 4 3 POLICY STATEMENT The following holidays are declared official holidays for regular full time and regular part time employees. New Year's Day Memorial Day Independence Day Labor Day Thanksgiving Friday After Thanksgiving Christmas Eve Christmas Day A holiday shall be defined as a pertod of eight (8) hours at straight rates. Holidays occurring on Saturday ~tll be observed on the preceeding Friday and holidays occurring on Sunday~ll~ be observed on the following Monday. All regular employees are e~igible after completion of one day of ~ork. Regular par,t-time (Includes one-half and three-quarter time) employees ~ho ~ork t~enty (20) hours per ~eek or more shall be entitled to holiday pay at a rate equivalent to the budgeted pay classification of either one-half (1/2) or three-quarter (3/4) time. Seasona~ and temporary employees ~ill be pard thelr regular rates on a holiday only if required to ~ork. 0274a REFERENCE SECTION NUMBER PERSONINEL/EMPLOYEE RELATIONS 107,03 EFFECTIVE DATE SUBJECT WAGE AND SALARY PLAN REPLACES TITLE VACATION/BONUS TIME 4 4 POLICY STATEMENT: It is the policy of the City of Denton to provide vacation pay and hours to all regular employees who have completed six full months of employment. Vacation hours for eligible employees are accrued on a monthly basis. Pay in lieu of taking vacation is not permitted except upon termination. The City of Denton also awards bonus time to employees who have given five years of full-time service to the City. The amount of bonus time is not related to an employee's shift or hours per week. Bonus time is given in addition to regular vacation. Upon completion of f~ve years of continuous serwce, each regular employee shall accrue four hours of bonus time for each year of continuous service beginning on the anniversary date of completion of the fifth year of service and continuing until regular full-t~me service with the City has ended. Pay in lieu of taking bonus time is not permitted except upon termination. An employee is not eligible to receive or use vacation hours until he or she has completed six full months of regular employment. Vacation hours may not be used in advance of the hours being accrued. Vacation for non-Civil Serwce employees is accrued at the rate of eight hours for each month of continuous service. Accrual rates for Civil Service employees are covered ~n Article 1269, V.A.T.S. Maximum Carry-Over The maximum allowed carry-over of vacation and bonus t~me is three hundred and twenty (320) hours per calendar year (January through December) for all non-Civil Service employees and Police Civil Service employees. Fire Civil Service employees shall be allowed 480 hours per calendar year. An employee may accrue as ~ny hours of vacation as possible throughout the year; however, it is the employee's responsibility to ensure that the maximum allowable hours do not extend beyond a calendar year. Regular Part-Time Employees (Includes 1/2 and 3/4 t~me workers) Employees who work 20 hours per week or more shall be entitled to vacation at a rate equivalent to the budgeted pay classification of e~ther 1/2 or 3/4 time. These employees will not accrue bonus time. PAGE 2 OF 2 ~OLICY/ADMI~ISTRATIV~ PROCEDURE/&DMI~ISTRATIVE DIRECTIV~ (Conti~uo~) REFERENCE NUMBER TITLE VACATION/BONUS TIME 107.03 Employees holding more than one part-time position may not accrue more vacation hours per month than a full-time employee. (See Part-Time Policy #106.08). Seasonal an~ Temporary Employees Temporary and seasonal employees shall not earn or accrue vacation/bonus time or be entitled to vacation/bonus time pay upon separation. 0263g CITY OF IDENTON POLICY/ADMINISTRATIVE PROCZDURE/ADtelNIS?RATIV~ DIRECTIVE REFERENCE SECTION NUMBER PFRKO)J~IFI /FMPl NYEE RELATION~ llO.Ol EFFECTIVE DATE SUBJECT ATTENDANCE REPLACES TITLE ABSENT, EE ISM/TARD INESS 4 lO POLICY STATEMENT. Employees shall be required to be at their places of work in accordance with these policies and procedures. All departments shall maintain attendance records of employees. Absenteeism and tardiness on the part of employees increases the work load of fellow employees, interferes with productivity, and reduces the quality of service. The absence from work of any employee usually involves the rearrangement of work schedUles and the temporary reassignment of other employees. To accomplish these tasks, sufficient advance notice of absence is necessary. Unauthorized absence, failure to return at the expiration of a leave of absence, or being absent without leave for a period of at least one working day or shift of duty shall be deemed an automatic resignation. Such a resignation may be rescinded by the department director if the employee presents satisfactory reasons for failure to report the absence within three working days of the effective date of the automatic resignation. 0273g CITY OF DENTON .AGE.: _OF POLICY/ADMINX~?RATIVE PROCEDURZ/ADMII~IETRAT~[V~ DIRECTIVE REFERENCE SECTION NUMBER PERSON,NEL/EMPI.0YEE RELATIONS 111.02 EFFECTIVE DATE SUBJECT APPROVED LEAVE REPLACES TITLE JURY DUTY 4.ll POLICY STATEMENT: Leave with pay will be granted to all regular City employees when called to appear for jury duty, as a witness or other official participant in court, except where an employee is the plaintiff or defendant of a proceeding which arises out of an off-duty activity not related to City employment. Employees are not required to reimburse the City for any payments made to them by other governmental agencies for Jury or subpoenaed witness duty. 0252g CITY OF DENTON FAGB OF__L POLICY/ADMINISTRATIVE PROCZDUR~/ADMINISTR&TIVE DIRECTIVE RB~ERENC£ SECTION NUMBER PERSONNEL/EMPLOYEE RELATIONS 111.06 EFFECTIVE DATE SUBJECT APPROVED LEAVE REPLACES TITLE DEATH IN THE FAMILY LEAVE 4 6 POLICY STATEMENT: It is the policy of the City of Denton to grant a maximum of three days leave to employees in cases of death of family members. Uses of this leave may include making funeral arrangements and attending funeral services including travel time. The following family members are considered family members Immediate Family Other Family Husband Father-in-law Uncle Wife Mother-tn-law Aunt Son Brother-in-law Nephew Daughter Sister-in-law Niece Mother Son-in-law Grandfather-in-law Father Daughter-in-law Grandmother-ln-law Brothers Grandparents Sisters Grand Children Step and Foster Children 0256g RESOLUTION WHEREAS, it ls necessary from time to time for the City of Denton to apply for a utility joint use agreement or utility permit ~nvolvlng construction w~th~n the State H~ghway Department right-of-way in the City of Denton; and WHEREAS, it is necessary to obtain agreements and permits from sa~d Highway Department for said construction, and WHEREAS, the C~ty Manager through h~s office makes application for sa~d construction; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the City Council of the Clty of Denton hereby authorizes the C~ty Manager acting in h~s offlclal capacity to execute the appropriate documents as an official representative of the City of Denton. ~d ~ PASSED AND APPROVED this the ay of , 1984 'CITY OF DENON, TEXAS ATTEST. CH~RLO'TTE ALLEN, CItY SECRETARY CITY OF DENTONt TEXAS APPROVED AS TO LEGAL FORM: JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS CONCURRENT RESOLUTION WHEREAS, a final plat known as the Pecan Acres Addition to the City of Argyle, Texas has been approved by the Planning and Zoning Commission of the City of Argyle, Texas; and WHEREAS, the northern ten (10) feet of the proposed addition abutting Hickory Hill Road is inside the corporate limits of the City of Denton with the remainder of the addltlon being situated within the corporate limits of the City of Argyle; and WHEREAS, after careful consideration, the Planning and Zoning Commission and the Clty Council of the City of Denton desire to relinquish all platting jurisdiction and zoning control over that portion of the Pecan Acres Addition situated within the corporate limits of the City of Denton; NOW, THEREFORE, BE IT RESOLVED BY THE PLANNING AND ZONING COMMISSION AND THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That platting 3urlsdlctlon and zoning control over the following described portion of the Pecan Acres Addition to the City of Argyle is hereby relinquished to the City of Argyle A ten (10') foot strip of land situated inside the corporate limits of the City of Denton, Texas, immediately to the south of Hickory Hill Road which is more particularly described as follows. All that certain lot, tract or parcel of land lying and being situated in the City and County of Denton, State of Texas, and being part of the F. Ramsey Survey, Abstract NO. 1102 and the J. Smith Survey, Abstract No. 1180 and more particularly described as follows. COMMENCING at the northeast corner of the N. George Survey, Abstract No. 477, said point lying in the south boundary line of the F. Ramsey Survey, Abstract No. 1102 and the east boundary line of the proposed Pecan Acres Addition to the City of Argyle, Texas, THENCE north 4°50' east along the east boundary of the said Pecan Acres Addition a distance of 1118 feet to the POINT OF BEGINNING said point lying on the corporate llmlts line of the City of Denton, Texas, and 10 feet south of the south right of way line of Hickory Hill Road; THENCE south 88°50' west 10 feet south of the south right of way line of Hickory Hill Road and along the Denton city limits line CONCURRENT RESOLUTION/PAGE 1 a distance of 1518.7 feet to a point for a corner in the west boundary line o~ the sa~d Pecan Acres Addition, THENCE north l°04' east along the west boundary l~ne of said Pecan Acres, a distance of 10 feet to a point for a corner, said point being the south right of way line of Hlckory Hill Road and located 10 feet inside the corporate limits llne of the City of Denton, Texas; THENCE north 88°50' east along the north boundary line of the Pecan Acres Add,,ion, same being the south right of way line of H~ckory Hill Road and wlthln the corporate l~m~ts of the City of Denton, Texas a d~stance of 1518.7 feet to a point for a corner, THENCE south 4°50' west a distance of 10 feet to the place of beginning. SECTION II. That a copy of th~s Resolution be attached to the final plat of the Pecan Acres Addition to the City of Argyle and be recorded therewith. The above and foregoing Concurrent Resolution was duly PASSED and APPROVED at a meeting of the Planning and Zoning for the City of Denton on ~ ~ , 1984. Commlsslon ~AFORTE, CHAIRMAN PLANNING & ZONING COMMISSION CITY OF DENTON, TEXAS The above and foregoing Concurrent Resolution was duly PASSED and APPROVED at a meeting of the C~ty Council of the City of Denton on ~/~.W'~6~'~4~7~ 1984. ATTEST CHARLOTTE' ALLENv CITY SECRETARY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS CONCURRENT RESOLUTION/PAGE 2 RESOLUTION WHEREAS, Kay Watklns has requested that Windsor Drive from Old Orchard Trail to Dunes Street and Old Orchard Trail from Windsor Drive to Broken Arrow Street, public streets within the corporate l~m~ts of the C~ty of Denton, Texas be temporarily closed to public vehicular traffic between the hours of 6.00 p.m. to 10:00 p.m. on August 24, 1984, for the purpose of having a neighborhood block party; and WHEREAS, Kay Watklns has assured the City Councll that all residents ~n such block have agreed to the temporary closing of that portion of W~ndsor Dr~ve and Old Orchard Tra~l, and WHEREAS, Kay Watk~ns has further assured the City Council that no alcoholic beverages will be served at the above-mentioned block party; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON TEXAS: SECTION I. That W~ndsor Dr~ve and Old Orchard Tra~l, public streets in the corporate l~m~ts of the City of Denton, Texas, be temporarily closed to vehlcular traffic from the hours of 6 00 p.m. to 10-00 p.m. on August 24, 1984, for the purpose of having a ne~ghorhood block party. SECTION II. That the City Manager shall dlrect the appropriate C~ty Department to erect barricades at both ends of Windsor Dr~ve from Old Orchard Tra~l to Dunes Street and Old Orchard Tra~l from Windsor to Broken Arrow Street at 6-00 p.m. on August 24, 1984, and to have the same removed at 10 00 p.m. on said date. PASSED AND APPROVED this ~/~'day of August, 1984. ATTEST: CH-AR~-OTT~ ]%LLEN, C~'TY sECRETARY CITY OF DENTON~ TEXAS APPROVED AS TO LEGAL FORM: JOE D. MORRISv ACTING CITY ATTORNEY CITY OF DENTON, TEXAS N, Dociument 829L RESOLUTION WHEREAS, the Airport Manager of the City of Denton Municipal Airport has developed and prepared a M~norlty Business Enter- prise Program for submittal to the United States Department of Transportaton in satisfaction of the Department's Regulations for the recelpt of federal assistance for the airport as set forth ~n the Code of Federal Regulations, 49 CFR Part 23; and WHEREAS, the City Council oi the City of Denton, Texas, desires to ensure that m~norlty bus,ness enterprises as defined ~n 49 CFR Part 23 have the maximum opportunity to participate in the performance of contracts or subcontracts relating to a~rport ~mprovements f~nanced In whole or ~n part w~th federal funds provided under such minority business enterprise agreement, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS: SECTION I. That the Denton Municipal A~rport's M~nor~ty Bus~ness Enter- prise Plant ~nclud~ng a pollcy statement and agreement, consisting of e~ght pages, attached hereto as Exhibit "A" and ~ncorporated herein by reference, be and the same ~s hereby adopted and approved. SECTION II. That the Clty Manager of the C~ty of Denton, Texas, or his designee, shall administer the M~norlty Business Enterprise Program ~n compliance w~th ~t~ terms and conditions and those set forth ~n the United States Department of Transportat~on's Regulations pertaining thereto. PASSED AND APPROVED th~s the · ay of 1984. ATTEST CITY O~ DENTON, TEXAS APPROVED AS TO LEGAL FORM: JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTONt TEXAS RESOLUTION WHEREAS, the City of Denton has and expects to continue to enjoy a pattern of growth and development throughout the 1980's and beyond; and WHEREAS, the community ~n response to such growth and development has instituted a process to address questions of land use planning, development and control, and WHEREAS, as a result of such process a document t~tled Denton Development Guide (1981) was produced; and WHEREAS, the City Council of the City of Denton, Texas believes that such document ~s a useful tool to be used to aid in the day-to-day decisions concerning growth and development of the City and adopted the Guide for such use, and WHEREAS, the policies contained in the 1981 Guide are reviewed annually by the Planning and Zoning Commission for their recommendation to the City Council as to amendments and modifications to be made to the 1981 Guide; and WHEREAS, the Planning and Zoning Commission has completed its 1983-84 annual review of the 1981 Guide and hereby makes its recommendation that the 1981 Guide be amended, to provide for ~ncorporatlon of the attached po~es and procedures, NOW, THEREFORE, BE RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS. SECTION I. That the Denton Develo~)ment Guide (1981), is hereby amended, to provide for the incorporation of the attached policies and procedures there~n, and said Guide, as amended, ~s hereby adopted as the official land use and development guide for the C~ty to be used in future planning, development and land use decisions ~n the manner and for the purposes there~n stated until such t~me it ~s repealed or hereafter amended. PASSED AND APPROVED this ~/ ~ ~~;~/{/ day of , 1984. ATTEST CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM. JOE MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS DENTON DEVELOPMENT GUIDE (1981) AMENDMENTS 1983-84 ~pt 1984 DENTON DEVELOPMENT GUIDE AMENDMENTS 1983-84 The following are the 1983/84 issues that are to be incorporated w~th and made a part of the Denton Development Guide. I. POLICIES ON INTENSITY STANDARDS A. Baslc Intensity Planning Policy The intensity ~ndex policies are the priority policies of the Guide. The importance is to be emphasized in all planning activities. The changing of an areas intensity index standard is consldered a major decision o~ the City and therefore incremental planning activities and decisions, that will change the current or projected ~ntenslty of an area should be tabled, time permitting, and a special lntenslty study of that area should be referred to the Planning and Zoning Commission. Incremental planning activities and or decisions include but are not limited to, zoning, utility, drainage, transportation, park planning, etc., that can directly or indirectly change an areas ultimate land use ~ntenslty. The Planning and Zoning study will focus on the areas ~ntenslty questlon, addressing the need and impact of changing an reas ~ntens~ty index standard. The study recommendation will be forwarded to City Council ~or ~lnal action. Special Note: It should also be understood there are numerous other policies and factors that w~ll be considered in City planning decision making. B. Intensity Standards. Do They Reflect Our Community Objectives? The staff is hereby instructed to recommend a study procedure to address th~s question in more detail. For the interim our current intensity standards will be maintained. C. Are Current Efforts To Implement The Intensity Standard Adequate? The staff is hereby instructed to recommend a study procedure to address this question. The study among other th~ngs w~ll include consideration of the follow- lng concepts -t- Concept #1 Implementation policies that concentrate on infrastructure. For example, public funding of ~nfrastructure only in planned areas. Concept #2 Consideration of an intensity overlay zone. This concept requires each deve- lopment to meet the intensity standard as well as the underlying Base Zoning Dlstrlct standards (also could include othe guide pollcles). In the interim ~t is the policy of the City that all major zone cases be a P.D. with a 3 year t~me limit for substantial development (15%) to be started. If the specified t~me l~mlts are not met the subject P.D. zoning wlll be processed as required by state law and placed back on the agenda tor consideration of modifying the zoning. II. SPECIFIC LAND USE AREA PERFORMANCE POLICIES. A. The Type of Project called "Apartment Pollc~es"/H~gh Density etc.; Medium Density, and Low Denslty wlll be classified as follows Units/Acre Low Density 0 - 5 Medium Density 6 - 12 High Density 13 - and above B. Access Required For High Density Housing In low ~ntenslty areas. o high density requires the only access by secondary arterial or greater. o medium density concentrations requires at least one access by a collector street (not every ~nd~v~cual unit). In moderate intensity areas. o high density, at least one access by ma]or or secondary arterial w~th no access by low density residential street. o medium density concentrations requires at least one access Dy a collector street (not every individual unit). -2- C. clarify The Intent Of The Policy "To Have strict S~te Design Review For All Projects Within One Block Of Existing Single Family Dwellings" by adding the following wording. If within 1,600 feet of exlsttng low denslty residen- tial or such additional dlstance as judged to be materlally affecting the character o~ the neighborhood the following policies apply for commercial/apartment development. 1. If adjacent residential areas have landscaped front yard then the commercial/apartments would likewise have landscaped front yards. 2. If adjacent to s~ngle story residential, then the commercial/apartment would be s~ngle story or have large setbacks for transition to the nelghborhood. 3. S~gns will have to be in scale with the nelghborhood, which usually means attached to the building face. 4. Parking lot design would need to consider access away from residences, parking areas setbacks, permanently screened from residence, and parking lot lights pos~tloned away from residence. 5. Also, when practical, compatible architectural style would be encouraged. D. Clarification Of Concentration Policies 1. Clarification of the policy on apartment concentra- tion · n low and moderate ~ntens~ty neighborhoods. Change guide policy to specific standards as follows. o Concentration in low ~ntens~ty areas be l~mlted to 200 units. o Concentration in moderate Intensity areas be limited to 750 units. o Concentratlon must be separated from other high dens~ty houslng by 1/2 mile or 50% of intensity area length, which ever ~s less. Th~s separation includes separation from adjacent intensity area high density housing, ~ncludlng moderate ~ntens~ty areas, adjacent to low intensity areas. -3- 2. Clarification of the policy on (page 24). What are "small scattered sites" (concentrations of neighbor- hood commercial office, etc.) Change guide policy to specific standards as follows o Concentration of o~flce/retall etc. in low ~ntens~ty areas be limited to 4 acres or 2,600 intensity units whichever is more. o Concentration must be separated from other h~gh intensity retail, office or similar land uses by 1/2 m~le or 50% of ~ntenslty area length, which- ever is less. This separation Includes separation from adjacent high intensity land use areas, including moderate ~ntenslty areas, adjacent to low intensity areas However, no separation is required in con]unction with an apartment concen- tration [i.e., apartments (200 units) and retail (4 acres)] equal one concentration area to be separated from another E. Policies For Mobile Home Parks Add to the guide the following location policies for moblle home parks Low Intensity Areas: 1. The overall intensity standard not to be violated 2. No concentration more than 200 units 3. Access by a collector street or larger (if density less than 12 units/ac) 4. Strict site plan control within 1,600 feet of existing single family residential 5. Sufficient green space, recreation facilities, etc provided 6. Input into planning by neighborhood Moderate Intensity Areas 1. The overall ~ntenslty standard not to De violated 2. Limit concentration to 750 units 3. Access to collector street or larger (if density less than 12 units/ac) 4 Strict s~te planning w~thln 1,600 feet of s~ngle family residential -4- F. Clarification of The Policies Concerning Protection of Ex~st~ng Housing The City is to continue the curent policy which lsa ver~ strict and narrow ~nterpretatlon of the crlterla on page 25, including the planned development (PD) s~te plan requlrements. In addltlon the ~ollowlng wording wlll be added to the development guide: Typical Review Criteria and Procedure 1. Impact on neighborhood intensity ~ndex. If the proposed development exceeds the lntenslty ~ndex standard then the Planning and Zonlng Comm~sslon and C~ty Council w~ll typically conduct a special study of the nelghborhood to see if the ~ntenslty index standard can be raised and st~ll maintain the neighborhood and clty development ~ntegr~ty This first study w~ll be for overall neighborhood intensity study and not to consider the specifics o~ a proposed request. Also note raising a neigh- borhood ~ntens~ty standard does not automatically signal approval of a specific request. 2. If the development meets the neighborhood ~ntenslty ~ndex standard (or as revised) then a detd~l slte plan w~ll De required for development w~th~n 1,600 feet o~ the nelghborhood (or such dlstance that ~s judged to mater~ally affect the neighborhood). 3. Other general review criteria states o Such th~ngs as upgrading or eliminating older ~eterlorat~ng structures w~ll be considered a positive action but not to the extent that ~t is judged detrlmental to the overall nelghborhood. o A ma]or review criteria w~ll be to compare the proposed use and location ~n t~e subject neigh- borhood to the same use ~n a s~m~lar location ~n a new neighborhood. If it would be allowed ~n or adjacent to the new neighborhood ~t ~s probably acceptable to the older neighborhood, ~f it would not be acceptable the newer neighbor- hood it w~ll probably not be acceptable to the older neighborhood -5- G. Reconfirm And/Or Clarify The Intent Of Policy (Page 24) Diversified Land Use Encouraged In Low Intensity Areas The current policies should be strictly enforced and equally applied to all low intensity planning areas. Allow limited amounts ~n all neighborhoods, but pro- h~b~t concentration ~n any one neighborhood, str~ctl~ enforcln9 the overall ~ntens~t~ standard and concen- tratlon standard would be required. H. Commercial/Office Development On Carroll Boulevard Reconfirmation of the current guide policies. III. FIXED DESIGN POLICIES A. New Southern Alignment o~ Loop 288 And The Corre- sponding Medium Intensity Areas The alignment is to be changed to H~ckory Creek Road, and the two current medium ~ntenslty areas on Ryan Road are to be moved to Teasley and H~ckory Creek Road and Ft. Worth Dr~ve and Brush Creek Road B. Bell Avenue Right-Of Way And Functional Designation From McKlnny Street North Alternative alignments for Bell Avenue to Sherman Dr~ve w~ll be stud~ed and brought back to Planning and Zoning and C~ty Council for final determination. C. Mlngo Road R~ght-O~-Way 60 feet of right-of-way as Mlngo parallels the railroad. D. Redefining Thoroughfare classification The expressway designation will be added for Loop 288 and H~ghway 380. E. Change Yearly Guide Update Time From April To October F. Development Near The Pecan Creek Wastewater Treatment Plant No addlt~onal residential development will be zoned w~th~n 2,500 feet of the Wastewater Treatment Plant and that residential development w~tl be generally dlscouraged between 2,500 feet and 4,000 feet from the Plant. The area w~th~n 2,500 feet of the Wastewater Treatment Plant w~ll be utilized for ~ndustr~al purposes, preferably ~ndustr~es that could utlllze the effluent from the Plant as cooling water or other processes requiring lower quality water. -6-  EXHIBIT "A" Page 1 of 8 CITY of DENTON, TEXA~ MUNICIPAl- AIRPORT / ROUTE 1, AIRPORT ROAD / DENTON, TEXAS 76201 DENTON MUNICIPAL AIRPORT MINORITY BUSINESS ENTERPRISE PLAN POLICY STATEMENT IT IS THE POLICY of the Denton Municipal Airport to encourage the participation of Minority Business Enterprises (MBEs) to the maximum extent feasible in all phases of its procurement practices. This is done by providing an equal opportunity for MBEs to compete for contracts in the areas of construction, services, equipment and supplies, and, generally for any other procurement requirsments the Airport may have. The City of Denton recognizes that minorities (including women) have been underrepresen- ted as owners and managers of businesses in this country and as contractors participating in federally assisted programs. The City of Denton has in the past and will continue, both as a matter of principle and law, to ensure that no person is discriminated against on the grounds of race, color, national origin or sex This policy provides that minority business enterprises receive a fair percentage and fair dollar volume of the contractual business done by the Airport. This policy extends to encouraging the use of minority owned businesses and banks by contractors doing business with the Airport. For the purposes of this policy, a "minority" is defined as a person who is a citizen or lawful permanent resident of the United States and who is (a) Black (A person having origins in any of the black racial groups of Africa); (b) Hispanic (a person of Spanish or Portuguese culture with origins in Mexico, South or Central America, or the Caribbean Islands, regardless of race); (c) Asian American (a person having origins in any of the original peoples of the Far East, Southeast Asia, the Indian subcontinent, or the Pacific Islands); or (d) American Indian and Alaskan Native (a person having origins in any of the original peoples of North America), and (e) Members of other groups, or other individuals, found to be economically and socially disadvantaged by the Small Business Administration under Section 8(a) of the Small Business Act, as amended (15 u s.c. 637 (a)). "Minority Business Enterprise" means a small business concern, as defined pursuant to Section 3 of the Small Business Act and implementing regulations, which is owned and controlled by one or more minorities or women. This definition applies only to financial assistance programs. For the purpose of this policy, owned and controlled business means a business: (a) Which is at least 51 percent owned by one or more minorities or women or, in the case of a publicly owned business, at least 51 percent of the stock of which is owned by one or more minorities or women, and (b) Whose management and daily business operations are controlled by one or more such individuals. TEI-EPHONE 817/566 8419 - D/F~/ METRO 434 2520 Page 2 of 8 To the extent legally practicable, the Denton Municipal Airport will ensure that all contractors providing services, materials or supplies to the Airport, provide employment opportunities to minorities and females equal to those provided to all other groups or individuals. Contractors will also be required to take positive steps toward the utilization of minority business enterprises to the maximum extent feasible. Upon request, the Airport will provide MBEs with information on the preparation of bid specifications, fulfillment of general bid requirements, Job performance requirements, and procurement opportunities. The Airport encourages Joint ventures among MBEs and between majority and minority firms bidding for Airport contracts. The Airport will uss its best efforts to ensure that MBEs are informed of current and future procurement activities through utilization of newspapers, local minority chambers of commerce, and other minority assistance organizations, as well as through direct contact with minority entrepreneurs. Title Signature Name Title Page 3 o£ 8 DENTON MUNICIPAL AIRPORT MINORITY BUSINESS ENTERPRISE PROGRAM The Minority Business Enterprise (MBE) program to follow is being submitted to the U.S. Department of Transportation (DOT) by the Denton Municipal Airport (Airport) in satisfaction of requirements set forth in the DOT MBE regulations (49 CFR Part 23) The Denton Municipal Airport understands and agrees to the following "If as a condition o£ assistance the recipient has submitted and the department has approved a minority business enterprise affirmative action program which the recipient agrees to carry out, this program is incorporated into this financial assistance agreement by refer- ence. This program shall be treated as a legal obligation and failure to carry out its terms shall be treated as a violation of this financial assistance agreement. Upon notifi- cation to the recipient of its failure to carry out the aproved program the Department shall Impose such sanctions as noted in 49 CFR Part 34, Subpart E, which sanctions may in- clude termination of the agreement or other measures that may affect the ability of the recipient to obtain future DOT financial assistance." The Denton Municipal Airport further agrees to adopt the following program elements and reporting procedures I. MBE PROGRAM ELEMENTS 49 CFR Part 23 sets forth certain required MBE program elements in ~23.43 (e)-(1), to be applicable to activities carried out by the Denton Airport The Airport agrees to include the following clauses in each procurement ~nltlated directly by the Airport, and to adopt the following program elements' A. Required MBE contract clauses 1. Policy. It is the pohcy of the Department of Transportation that minority business enter- prises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement. Consequently the MBE requirements of 49 CFR Part 23 apply to this agreement. Page 4 of 8 MBE Programs Page 2 2. MBE Obligation. The recipient or its contractor agrees to ensure that minority business enterprises as defaned an 49 CFR Part 23 have the ma×amum opportunaty to participate in the performance of contracts and subcontracts fananced ~n whole or an part w~th Federal funds provaded under thas agreement. In th~s regard all reczplents or contractors shall take all necessary and reasonable steps ~n acordance wath 49 CFR Part 23 to ensure that m~norlty bus~ness enterprases have the maxamum opportunity to compete for and perform contracts. Recipients and thear contractors shall not d~scramanate on the basis of race, color, nataonal orlg~n, or sex in the award and performance of DOT-assisted contracts. B. MBE Darectory [$23.45(e)]. The A~rport w~ll develop a loose-leaf darectory of manoraty busanesses to ldentafy MBE's w~th capabal~t~es relevant to con- structaon of aarport ~mprovements. The anformataon contaaned an the MBE source l~st or darectory shall be made avaalable to (subreclpaents), contractors, badders, and proposers to facilitate their efforts to meet the specaflc MBE program requarements where opportunities for private sector contracting or purchasang exast. C. Procedures to ascertaan the elagabalaty MBE's and ~oant ventures anvolvang MBE's [~23.45(f)] 1. The ^arport w~ll ensure that any benefits re- sult~ng from the goal-oriented MBE program accrue only to farms owned and controlled by manorltles or women within the meaning of 49 CFR Part 23, ~23.5. 2. The Aarport agrees to certify MBE's in accord- dance wzth the requarements of 49 CFR Part 23, Schedule(s) A and B upon receipt of notafaca- taon that the Off~ce of Management and Budget (OMB) has approved the format under the prov- vasaons of OMB Carcular A-40. The Airport may accept certlfzcatlons prevxously accepted by other DOT operating elements. 3. The Aarport will ensure that the certafacat~on systems are at least as effectave as procedures prescribed in 49 CFR Part 23, §23.51. ' Page 5 of 8 MBE Programs Page 3 4. The Airport will when possible replace a MBE subcontractor that ts unable to perform suc- cessfully w~th another MBE. The Airport (and its subreclplents) will approve all substitu- tions of MBE subcontractors before bid opentng and during contract performance, to ensure the substitution of bona fide MBE's D. Percentage goals for the dollar value of work to be awarded to MBE's 1. For each grant or pro3ect, the A~rport will review is various Programs so as to identify those proposed contracts having potential for MBE participation and set an overall goal for MBE participation w~th~n the generated activities to be carried out and goods to be purchased. The overall MBE goal shall include a separate goal for ftrms owned and controlled by minorities, and a goal for firms owned and controlled by women. The Atrport overall goal for minorIty-owned ftrms for ~s 10% and the goal for women-owned bustness ts 2%. These per- centages are based upon the total dollar value of contracts wtth, and goods purchased from, the private sector. 2. Contract goals will be negotiated where MBE subcontracting opportunities have been iden- tified. The goal(s) wtll be expressed as a percent of the total dollar amount of the con- tract. The Airport will meet or exceed the goal(s) or be prepared to demonstrate that best efforts were expended so as to accomplish the MBE obligation. 3. The overall goal (and/or subsequent contract goals) will be based on a review of the avatl- ability of MBE's located within at least the usual market area for contractors and vendors. The overall goal w~ll reflect the results that reasonably could be expected as a consequence of aggressive efforts to implement the MBE program. 4. The OMB Circular A-95 Clearinghouse review shall suffice as the goal-related 45-day comment period required by §34.45(g). Page 6 of 8 MBE Programs Page 4 E. Procedures to require that participating MBE's are identified by name by competitors for contracts [~23.45(h)]. The Airport will require prime contractors to submit the names of any MBH subcontractor(s), their re- spective scope of work, and the dollar value of the proposed ~BH subcontract(s) within a reasonable time within the circumstances of each solicitation after bid opening(s) and prior to the actual contract award. F. Selection criteria to ensure that prime contracts are awarded to competitors that meet MBE goals 1. The Airport contracting activities incorporate procedures whereby bids will be reviewed to determine whether the lowest bidder meeting the ~BE contract goal is within the zone of com- petition as to price for the contract. 2. If the Airport determines that this competitor has offered a reasonable price, the firm shall be awarded the contract. If the bidder's price is not reasonable, the competitor with the next highest percentage of MBE participation shall be considered and so on, in order of their per- centage of MBE participation until one with a reasonable price is selected. In the event no bidder with MBE participation has ofered a reasonable price, then the Airport may elect to award the contract to any bidder or offeror that demonstrated a reasonable effort to meet the MBE contract goal. 3. The Airport will consider steps, including but not limited to the following, as to determining whether reasonable efforts were made to meet MBE contract goals' a. Attendance at a pre-bid meeting, if any scheduled by the recipient to inform MBE's of subcontracting opportunities under citation, Page 7 o£ 8 MBE Programs Page 5 b. Advertisement in general circulation media, trade association publications, and minority- focus media for at least 20 days before bids or proposals are due. If 20 days are not available, publication for a shorter reasonable time is acceptable. c. Written notification to MBE's that their interest in the contract is solicited, d. Efforts made to select portions of the work proposed to be performed by MBE's in order to increase the likelihood of achieving the stated goal, e. Efforts to negotiate with MBE's for specific bids for subcontracts including at a mlnumum 1. The names, addresses, and telephone numbers of MBE's that were contacted, il. A description of the information prov- ided to MBE's regarding the plans and specifications for portions of the work to be performed, and A statement of why additional agree- ments with MBE's were not reached, f. Concerning each MBE the competitor contacted but rejected as unqualified, the reasons for the competltor's conclusion, and g. Effort made to assist the MBE's contacted that needed assistance in obtaining bonding or insurance required by the contractor or recipient. 4. Bidders, proposers, offerors, that fall to meet (MBE contract goals and/or) the foregoing "reasonable efforts" test, will not be certified as eligible to be awarded the federally-assisted contract. 5. The Airport will ensure that all obligations under MBE contracts are met, by reviewing the contractor's MBE involvement efforts during the life of the contract. (Any interruption of scheduled progress payments to MBE's shall be brought to the attention of the City of Denton.) Page 8 of 8 MBE Programs Page 6 II. REPORTING PROCEDURES A. The Airport will maintain records on specific con- tract awards to MBE's, ~n a format and frequency (quarterly) to be prescribed by DOT. B. The mn~mum MBE data elements to be maintained are as follows 1. The number of contracts awarded to MBE's, 2. A description of the contract{s) awarded to MBE's; 3. The dollar value of MBE contract awards, 4. The percentage of the dollar value of all contracts awarded to the private sector that awarded to MBE's, and S. An appraisal of the extent to which the MBE awards met or exceeded the MBE goal. Th~s program ~s offered ~n consideration of and for the purpose of obtaining any and all Federal grants, loans, contracts, property, d~scounts or other Federal anclal assistance extended after the date hereof to the Denton Municipal A~rport by the Department of Trans- portation and is b~nd~ng on ~t, other recipients, subgrantees, contractors, subcontractors, transferees, successors ~n ~nterest and other participants. APPLICANT Attachments' Department of Transportation Regulations O170J RESOLUTION WHEREAS, the Director of the Personnel/Employee Relations Department for the City of Denton has presented proposed policies regarding employee rules and regulations for the Council's consideration; and WHEREAS, the C~ty Council desires to adopt such policies as official policies regarding employment with the City, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS, THAT. SECTION I. The following policies, attached hereto and made a part hereo~, are hereby adopted as official policies of the City of Denton, Texas Medical Examinations (Reference No. 102 10) Overtime (Reference No. 106 04) Compensatory Time (Reference No 106.05) Holidays (Reference No. 107.02) Death in the Family (Reference No 111.06) SECTION II. The foregoing policies are attached hereto and made a part hereof and shall be filed in the official records with the City Secretary. SECTION III The previous policies relating to Med~cat Examinations (Reference No. 102.10), Overtime (Reference No. 106.04), Compensatory Time (Reference No. 106.05), Holidays (Reference No 107.02), and Death in the Family (Reference No. 111.06) adopted Dy Resolution of this Councll on August 21, 1984 are hereby rescinded SECTION IV. This Resolution shall be effective from and after its date of passage and approval. PASSED AND APPROVED this the --- day of 1984. /~IC~D'-0 .~'~TE~A~, MAYOR CIT~ OF DE~TON, TEXAS ATTEST. CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS CITY OF, DENTON sAGE 1 oF..:_ POLICY/ADMI~NIS?R&TIVE PROCEDURE/ADMINISTRATIV~ DIREC?I¥~ REFERENCE SECTION NUMBER Ip~RsONNE~./~MPLOY~, RELATIONS 102 10 EFFECTIVE [:)ATE EMPLOYEE APPOINTMENT 9-18-84 REPLACES TITLE MEDICAL EXAMINATIONS 8-21-84 POLICY STATEMENT: It is the ~olicy of the City of Denton to require certain employees as determined by the joblspecification to be examined by a physician under certain circumstances described below. No one who is given a medical examination shall be employed unless the,examining physician certifies that the person meets the minimum standards 0f physical fitness required for the position Medical ex~inations may be used to ensure that employees remain in good physical condition in order to perform the demands of the job As a condition of employment, and based upon job requirements, all prospective or transferring employees may be required to pass a physical examination administered by a physician designated by the City of Denton Employees ~ay be required to have a physical examination on other occasions, such as in-hous~ advancement, or whenever the employee's supervisor determines that a potential health problem may prevent an employee from performing his/her job duties. I. Conditions of EmoloYment A Physical examinations required by the City of Denton for promoted, transferred, or current employees shall be paid for by the City of Denton. Time spent by an employee in waiting for and receiving a 9hysical examination shall be considered hours worked for pay purposes B Supervisors are responsible for notifying the Personnel/~mployee Relations Department of any positions which place physical or environmental demands on the employee Such positions will be reviewed by the personnei/Kr~loyoe Relations Department in order to evaluate and determine the type end extent of medical examinations required prior to ~ob performance. II. Payment of Medical Examinations A Medical examinations paid for by the City of Denton are the property of the City of Denton and shall be confidential A copy of the medical e~amination report shall be available to the employee upon wrltten request. B When 2he City of Denton requires a physical examination or physician's report concev~lng an illness or injury suffered by an e~loyee, the examination shall be at the expense of the City of Denton and perforlaed by a physician selected by the City of Denton C Such examinations may be authorized by the Director of Personnel only. ~uployees ~ho are not satisfied with the physician's dete~minatton may submit a report from a physician of their o~n choosing and at their o~m expense In the event of conflicting opinions, the City of Denton may employ a third physician to examine the employee The City of Denton will pay for this third physical examination D The reports of the physicians involved, along with the demands of 2he Job and the employee's ability to perform the Job duties, will be the basis for a decision. Civil Service In the case of rejection of a Civil Service applicant for appointment, or for promotion, Civil Service proceedings shall apply if the applicant wishes to challenge the reject[on. ve~n0n's Civil Statutes, Article 1259p, is available for review at the City of Denton Public Library and the departments of Fire, Police, and PersOrmel/l~mployee Relations. 02~8g 9/6/8~ CITY OF DENTON POLICY/ADMI,NISTRATIVE PROCEDUHE/ADMINI8TRATI%'~ DIRECTIVE RE~ERENCE SECTION NUMBER PERSONNE~,/E~PLOYEE ItELATIONS 106 04 EFFECTIVE OATE SUEJECT %~AGE AND SALARY PLAN 9-18-84 REPLACES TITLE , OVERTIME 8-21-84 POLICY STATEHENT' The City of Denton requires employees to work overtime when necessary and as quested by the supervisor Overtime is defined as authorized time worked or authorized paid leave which exceeds the officially scheduled time (i e , 80 hours 112 hours) during the pay period Overtime on any Job shall be allocated as evenly as possible amon8 all employees qualified to do the Job The Personnel Director is responsible for maintaininG the exempt/non-exempt status of all City positions Supervisors shall make every effort to schedule overtime as far in advance as possible Supervisors shall be held responsible for ensuring that overtime is assigned only when absolutely necessary Exempt/Non~Exen~t Status A Non-exempt employees are classified under the followins Job families service/maintenance, of£ice/clerical, and technical/para-professional B Exempt employees are classified under the followin8 Job families manasement/superviaion, professional, and executive C ~mployees in Job family M/l-3 will convert to non-exempt status for emergency overtime situations only (See definition of emergency under Administrative Procedure pass 2). Overtime Pa~ A Non-sxenlpt employees will be paid at the rate of one and one-half times their regular rate of pay for authorized overtime Overtime will be paid for 811 additional time worked to the nearest quarter hour. B ReGular part-time employees will not receive overtime pay until the number of hours actually worked or on authorized paid leave exceeds an ei8htY (80) hour pay period C Seasonal and temporary employees are not eligible for overtime pay. D Exempt employees are not eli8ible for overtime pay CITY OF DENTON rAGE REFERENCE SECTION NUMB ER P~aSO~L/~LOY~ ~LA~IO~S 106.05 EFFECTIVE DATE SUBJECT ~AGg AND SALA]tY PLAN 9-18-84 REPLACES TITLE POLICY STAT~ENT: The City of Denton provides con~ensatory time at the discretion of the supervisor Compensatory time Is defined as time off taken as compensation for approved hours worked beyond an eishty (80) hour pay period for which no other compensation is paid The overtime policy 106.04 requires all employees to work overtime when necessary and as directed by the supervisor At the disc~ation of the supervisor, compensatory time off at the rate of one and one-half ti~es 2he hours worked may be ~ranted in lieu of paid 9vertime for non-exempt en~loyees, one-to-one for elisible exempt employees A maximum of eighty (80) hours compensatory time may be accrued by non-exempt employees and those exempt employees in professional pay ranse 1-5 and manazement pay ranse 1-3. For non-exempt employees all time accrued beyond that limit will be converted tO overtime pay at the current pay rate Exemp~ employees are not elisib~e 2o be paid for compensatory t~me CITY OF,DENTON p.c REFERENCE SE~iON NUMBER PERSO~EL/~LOYEg EE~TXONS 107 02 EFFECTIVE 0ATE SUBJECT E~LOYEg BENEFITS ~D SgEVICES 9-~8-84 ~EP~CES TIT&E HOLIDAYS 8-21-84 POLICY STATE~NT The followin$ holidays are declared official holidays for regular full time and regular part time employees' New Year's Day Memorial Day Independence Day Labor Day Thanks$iving Friday After Thanks$iving Christmas Eve Chris~uas Day A holiday shall be defined as a period of eisht (8) hours at straight rates. Holidays occ~rring on Saturday will be observed on the preceedin8 Friday and holidays occurring on Sunday will be observed on the following Monday All regular employees are eligible after completion of one day of work Regular part-time (~ncludes one-half and three-quarter time) employees who work twenty (20) hours per week or more shall be entitled to holiday pay et a rate equivalent t~ the budseted pay classification of either one-half (1/2) or three-quarter (3/4) t~me Seasonal and ten~orary en~loyees will be paid their resular rates on a holiday only if required ito work. NOTE In the case of fire-fighters whose hourly rate is computed on 2912 hours annually rather than 2080 hours, holidays will be considered to be 12 hours to a~oid recomputing the hourly rate for the holiday CITY OF DENTON POLICY/ADM~NIgTItATIVE PltOCI~DUZE/ADMINIg?R&?IVE DIRECTI¥~ REFERENCE SECTION NUMBER PEESONN~E/F~PLO¥~g ~LATIONS 111 06 EFFECTIVE DATE SUEJECT AI~PEOVRD LEAVR 9-18-84 REPLACES TITLE DEATH IN THE FAMILY LEAVE 8-21-84 POLICY STATLT~NT: It is the policy of the City of Denton to Brant a maximum of three days paid leave to tabular full-time employees in cases of death of family members Uses of this leave may include making funeral arrangements and attending funeral services including travel time. The following family members are considered family members Inuaadiate Family Other Family Husband Father-in-law Uncle Wife Mother-in-law Aunt Son Brother-in-law Nephew Daughter Sister-in-law Niece Mother Son-in-law Grandfather-in-law Father Daushter-in-lew Grandmother-in-law Brothers Grandparents Sisters Grand Children Step and Foster Children RESOLUTION WHEREAS, the City of Denton has submitted to the Federal Aviation Adminis- tration an application for Federal Assistance dated September 5, 1984, for a grant of Federal funds for a project for development of the Denton Municipal Airport; and WMEREAS, the Federal Aviation Administration has approved a project for development of the Airport consisting of the construction of approximately 18,000 square yards of aircraft parking apron, construction and marking of a connecting taxiway; improvement of drainage system, and the installation of two lighted supplemental wind cones; and WHEREAS, the Federal Aviation Administration has submitted to the City of Denton a Grant Offer in the amount of $468,500 for the construction of such improvements; NOW, THEREFORE, BE RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS' SEC~ION I. That the City of Denton hereby accepts the Grant Offer and agrees to comply with all of the assurances and conditions contained in the Grant Appli- cation and the Grant Offer, and the City Manager of the City of Denton or his designee is hereby authorized to execute such agreements. ~IC~A~D 0-' ~WART, '~OR -~ ' CIT~ OF DENON, TE~S ATTEST CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS 827L RESOLUTION WHEREAS, the ranks of Captain, Lieutenant, Sergeant and Police Officer ex~st below that of the pos~t~on of Chief of Police in the C~ty of Denton Police Department as classified pos~t~ons under Article 1269m, V.T.C.S., and WHEREAS, on January 1, 1983, three persons were serving in the permanent classification of Captain immediately below that of chief of Police; and WHEREAS, Sectlon 8A of Article 1269m, V.T.C.S., as amended effective September 1, 1983, authorizes the Chief of Police to appoint up to four persons to the classification ~mmed~ately below him to serve at his pleasure w~thout civil service protection if such authority ls conferred by resolution of the Clty Council, and WHEREAS, It is determined to be in the best ~nterests of the C~ty to confer such authorlty upon the Chief of Police, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the Chief of Police of the Police Department of the City of Denton, Texas, be and is hereby authorized to appoint up to four persons to the classification ~mmed~ately below h~m when and if a vacancy occurs in such classlilcatlon now existing or as may be hereafter created by ordinance of the City Council. SECTION II. That such person or persons appointed by the Chief o~ Police pursuant to Section I hereof shall meet the m~n~mum quallf~cat~ons for such appointment as established by Article 1269m, V.T.C.S. and shall serve at the pleasure of the Chief of Police without c~v~l service protection. /~d PASSED AND APPROVED th~s the ay of 1984. CITY OF DENTON, TEXAS ATTEST · CH'~OTTE ALLEN, CITY SECRETARY~-~ CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS 827L RESOLUTION WHEREAS, more than four ranks exist below that of the position of Fire Chief in the City of Denton Fire Department as classified positions under Article 1269m, V.T.C.S.; and WHEREAS, on January 1, 1983, one person was serving in the permanent classification of Assistant Chief immediately below that of Fire Chief; and WHEREAS, Section 8A of Article 1269m, V.T.C.S , as amended effective September 1, 1983, authorizes the Chief of the Fire Department to appoint one position to the classification immediately below h~m to serve at his pleasure w~thout c~vll service protection if such authority is conferred by resolution of the City Council; and WHEREAS, ~t Is determined to be in the best interests of the City to confer such authority upon the Chief of the Fire Department; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS. SECTION I. That the Chief of the Fire Department of the City of Denton, Texas, be and is hereby authorized to appoint one person to the classification ~mmedzately below him when and if a vacancy occurs in such classlflcatlon now existing or as may be hereafter created by ordlnance of the C~ty Council. SECTION II. That such person appointed by the Fire Chief pursuant to Section I hereof shall meet the minimum qual~flcatlons for such appointment as established by Article 1269m, V.T.C.S. and shall serve at the pleasure of the F~re Chief without civil service protection. /t~da PASSED AND APPROVED this the y of 1984. z~IC~NRD O.~TEWAR~, MAYOR ' CITY OF DE~TON, TEXAS ATTEST CI~Rf. OTTE'AL~E~, CITY SECRETARY - CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS RESOLUTION WHEREAS, the City of Denton, Texas wishes to acquire a l~cense and easement for the installation and maintenance of a sanitary sewer line In, along and across property owned by the United States; and WHEREAS, the United States has agreed to grant a license and easement for such use pursuant to the provisions of the license and easement agreements copies of which are attached hereto; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS: SECTION I. That the City Manager of the City of Denton, Texas is hereby authorized to execute the necessary l~cense and easement agreements, copies of which are attached hereto, with the Department of Army on behalf of the City of Denton, to allow the City to install and maintain a sanitary sewer line in accordance with the terms and provisions therein contained on, in and along the property therein described. SECTION II. This Resolution shall be effective from and after its date of passage and approval.,~t ~ PASSED AND APPROVED this the /~ ay of 1984 ATTEST. CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM JOE D. MORRISv ACTING CITY ATTORNEY CITY OF DENTON, TEXAS O£PAI~rM£NT OF' THE AI~MY LEWISVILLE ~, T~ TH~ ~CR~TARY OF TH~ ARMY ~ ~.~ ~o the City of Denton, a political s~division of ~he S~ate of Te~s · l~e,/~of one (1) year c~m~ 1 August 1984 and endin~ 31 July 1985 ~t ~ ~ t~ ~ o/t~ Seere~ o/tke A~, to consC~cC a 15-inch sanica~ s~er line O~ tAo~'~ ss/~d On ~ZA~t "B" , att~;~ I~rRto ami ~ a ;~rt )~reof, and substantially described on Exhibit "A" attached hereto and by this reference made a part hereof. THIS LICENSE ~s g~'e~tsd sub;est to tAe [olioun~g oo~t~o~ ~ T~t t~ eze~ctee of the p~wlege~ hereb~ gra~ted s~ll be w~th~t co~t or ezpe~e to the Umted States, u~e~ the g~e~l supe~v~s~o~ a~d sub;eet to the a~roval of the o~er ~v*ng ~mmed~ate lunsd~eho~ ove~ the pro~ertg, hereinafter ~e[er~ed to as "sa~ o~cer" and sublect a~o to s~h ¢egu~t~o~ az ~ be ~esc~bed b~ h~m [¢om hms to ttme 3 T~t an~ ~opertg o[ the Umte~ States ~m¢ged or destroyed b~ the hce~ee m~e~t to the ezerc~e o~ the prtv~lsges here~n g~anted s~ll be promptly r~atred or rep~ced b~ the hce~see to the satts[acr~o~ o[ t~ smd o~¢er, or ~ heu of s~h ~e~tr or replacement the hcenzez abel, ~[ so req~ed b~ the smd o~¢c~ ~g to the Un, ted Stat~s mo~ey ~ an amount su~c;ent to compensate for t~ ~s ~tamed b~ the Un,ted States b~ reason o[ damage to or dest~ct~on of Got e~ment propert~ ~ T~t the Umted States shall not b~ respo~tble for ~ges to ~ro~rt~ or ~u~es to per~o~s which ~ a~se from o¢ be ~nctdent to the excrc~e of the privileges heretn granted, or for ~mages to the propert~ of the hcensee, or for ~n]~r~es to the per,on of the hce~ee, or for da~ges to the propert~ or m)~r~es to the person o/the hce~ee's o~cer¢, agents ~ r~ ~nt¢, or employees or others who may be on sa~ p~ em~ses at their ~n~ :tatwn or the tnwtat~on of an~ one o[ them, arising from gove~mzntal act~wt~es o~ the sa~d p~em~se~ a~ the hce~ee a~ll hold the L mted ~tates ~ mleas /rom a~ a~ a~ s~ek claims lNG FORe o~a 1 lsce~a~e ~li ~a~te ~h~ e~ Gove~me~t p~m~es, re~e ail ~ropert~ of the lwe~ee t~r~f~m, a~ ~atore to fair w~r and tear ~ze~pted If~ ~oweve~, t~ts teethes ss revoked, the hcensee sh~l v~ate t~ restore the premts~s, tk~a, at the opt:~ of the ~er~ of th. A~, ~atd ~ opert~ e~ mthor b~c~ t~ property of the Umted ~tes w~t~ut com~att~ therefor, or the ~eereta,~ of t~ A~ ~ ea~e t~ ~rtg to be remov~ a~ the premises to be so restored at t~ tgp~t o~ the teepee, a~ ~ ~;m /or ~ges aaa~t th~ Umt~d 8tat~s or :t~ o~ers ~ aO~ s~t b~ created b~ or ~e ~ accent of ~ rmo~l sad r~tomtt~ work 6 T~ the ttee~s s~t ~ the cost, ~ ~t~d b~ th~ smd o~cer, of pr~mg a~/or inert ~1 be under no obhgatwn to fu~:sh ut:heres ~ ee~ees Pa~me~t shall be ~ tn the ~escnbed b~ the ea~,o~er u~ bd~ rmdered m~tkl~ ~g arise from o~ be t~ent to the eo~t~ctton, mind--ace, a~ ~e of the /a~ltt~s c~t~ted b~ ltcen~ee oR t~ sa~ pr~m~es 8 T~t th~ lte~e ma~ be temtMted b~ the itgeaeee at ang time bg ~,vm~ to the 5eere~ o/the through t~ ~ o~r, at ~t t~ (10) ~s' ~t~e m writing, ~ovtded t~t, m c~e of such ~ refund b~ the Umted States of an~ renal t~reto[ore ~:d s~ll be ~de 9 T~t ,t *s to be understood t~t th~s hee~e ~ effective ~tg t~ofar as the r~ohts of the United States m the prope~ tg mvol~ed are e~cemed, a~ t~t the lw~se~ s~ll obtain such pe~ts~on ~ ~ be on ~count of an~ other ezutmg ~ghts 1~. Tha~ ~he ina~a~a~ion ~d ~intanance o~ ~he ~ine sha~l be accomplished in such a manner aa no~ end.get perso~a~ or proper~y o~ the United S~aCes on ~he land or o~ba~rucC trava~ on any road thereon ~2. ~at cha ~icenaae zha~ aupa~lse said ~ine ~d cause ~c to be ~nsp~c~ed at reasonable inte~als and shall ~mediace~y repair any defec~ therein d~recced az a resu~C o~ such ~napecc~on ov when veq~zCed by the sa~d o~cers to repair any de~ecCs. Upon conp~eC~on o~ the ~naCa~laC~on o~ ~he l~ne and ~he aak~ng o~ any repa~z thereto, ~he premises sha~ be ~eaCo~ed ~ed~a~e~y, by and a~ a~ense of the ~caneea, to the s~e condition az ~haC which ex,aCed prior co co~anceaenC of such vo~k, Co the satisfaction o~ sa~d o~cer. 13. ~aC chez ~cenae 2a hoc asa~$nab~e and any aCc~p~ by ~he ~censee co transfer ~ ronda the 14 ~aC by acceptance o~ ch~e ~cenae ag~e~en~, ~censee ahal~ c~ply w~ch conditions conca~ned ~n eaa~enC ~saued concurrently, That prior to execution of this instrument, the srantin$ clause was modified, Condition Nos. 1 and 10 were deleted, and Condition Nos 11 throush 14 were added on pase 2. IN WITNESS WHEREOF. i ~ve hereunto set m~ ~nd bv autho~t~ of the Secretary of the A~my t~s ~ o[ 19 JAMES P CAIN Chief, Real Estate Division The above instrument, together with alt the cowdttlona the~ eo[, ts herebv accepted thts o! 19 THE CITY OF DENTON BY: (TITLE) ATTEST ~ LEWISVILLE DAM AND GARZA-LITTLE ELM LAKE DENTON COUNTY, TEXAS PROPOSED TEMPORARY CONSTRUCTION EASEMENT FOR SEWER LINE TO CITY OF DENTON, TEXAS, FROM U S A A tract of land situated in the County of Denton, State of Texas being part of the John S Dtckson Survey (A-342) and the Alexander E Cannon Survey (A-232 , and being a strip of land 60 feet in width, 30 feet on each side of the following described center line FROM ~overnmant Marker No F-554-4 for a re-entrant corner for a tract of land designated as Tract No F-554 for Lewtsvilla Dam and Garza-Ltttle Elm Lake, along a northeasterly boundary line for said Tract No Fo554, North )7°30'53" West, lB1 30 feet to a point for the easternmost corper for an easement for the City of Denton, Texas, Sewage Lift Station from U S A , recorded in Deed Records, Volume llll, Page 678, THENCE along the boundary line for said easement as follows South 72°29'07" West, 131 g feet to the Point of Beginning for this easement, THENCE South 0¢°56'1¢" West crossing Hickory Creek, 190 8 feet to a point, THENCE South 35°34'41" East 428 70 feet to a point, THENCE South 83°17'27'' East crossing Hickory Creek, 443 28 feet to a point, THENCE South 55°27'02'' East 271 10 feet to a point on the west edge of a gravel road, THENCE South 02°40'49" East crossing said gravel road at 180 feet, in a]] 597 0 feet to a point, THENCE South 62°40'42" East 250 O0 feet to a point, THENCE North 88°21'31'' East 552 66 feet to a point, THENCE South 83°43~09'' East 418 04 feet to a point, said point being South 04°12'¢g" East 20 43 feet from Government Marker No F-SSl-2, THENCE North 78a42'30" East 502 69 feet to a point, THENCE South 75a34'20'' East 321 92 feet to a point, THENCE North 2¢°~8'17" East 358 40 feet to a point, said point being South 7S'24'00" East 46 63 feet from Government Marker No F-551-¢, THENCE North 00°21'19'' East 269 47 feet to ~ point, THENCE North 14°23'~1'' West 566 50 feet to a point, THENCE North 38~16'12" West 384 59 feet to a point, THENCE North 02°53'19'' East 30 60 feet to a point, in the south right-of-way line of Texas Farm to Market Road No 2181, said point being the end of this center line, said point being South 86°39'53`' East 13 50 feet from Government MarKer No 551-5, said strip of land containing 7 69 acres, more or less SAVE AND EXCEPT from the above described tract that portion lylng l0 fent on each side of said center line which is proposed perpetual easement to City of Denton, Texas, from U S A containing 2 56 acres, more or less, leaving a net area of 5 13 acres, more or less herein described EXIIIBIT A DEPAI~TMENT OF THE: ARMY EASEMENT FOR RIGHT OF WAY (PIPELINE) ON ............... L.ew_isv_.i.i!le La_k.e~ .T. ex.a.s_ THE SECRETARY OF THE ARMY, uad~ G~Z b~/ ~tv~ of th o~tl~or:~ ~st~d m k:m by Ttg~ 10, Unst~d StGteS Co~, S~g~ ~69, ~r~ ~ to the City of Denton, a political subdivision of the State of Texas ( 25 ) ~r~f~omt~t~d~M~of, aH.~m~ttfm'amg~tof~fo~ the construction, operation, and maintenance of a 15-inch sanitary sewer line SkOt~t 'tH. r~ OH. E~MMt "B" substantially ~t~d ~.eto ~ ~t~ · J~ ~f, ~/~8~t~ M-~- on Exhibit "A", attached hereto and by this reference made a part hereof .. ,us 1361 t~ Umt~ $~t~ on the ea~ United $~t~ ~nd or obst~ct travel ~ aa~ ~ t~e~ The $, T~ ~e a~ oe~pa~ of ~ ~ m~ to t~ ezer~e of t~ pnv~eg~ ~eb~ g~tod e~l be ~eog ~ ~h ~ a~ re~t~ ~ t~ ~ o~er ~ /~ tame ~ t,me w~ re~atod bv s~ o~ ~ r~r ~ ~]eo~ U~ e~plet~ of s~ h~ a~ t~ ~ng o[ ~ r~tre t~e~, t~ ~rem~es s~l be restored tmmedmtelv bv t~ ~tee, at t~ g~tee'e own e~e, to the same c~tt~ ~r to t~ come.emit o/~h work, ~ t~ sat~[~t*~ o/t~ ea~ o~ 5 An~ p~ert~ o[ t~ Umted $Mt~ ~ag~ or destroyed bv the grantee m~t to t~ ~e a~ oe~pat~, o[ the ~ ~, s~ll be ~omstl~ ~epat~ o~ ~ed b~ the gm~e to the eat~/ae~ o/the ea~ o~ ~ m l~u of ~h ~¢~t~ o~ ~ep~e~t t~ grantee s~, t/so re~tred b~ t~ sa~ o~er, ~ to the Umted S~tes to compensate [~ g~ ~ss s~,~d b~ the Un,ted States b~ r~ o[ ~ges to ~ dest~t~ ~. T~ Umted S~tes reeves to ~el[ the nght ~ c~t~t, o~er, ~/or u~r the ~ght o/~ ~eb~ granted, e~et~c t~ston, te~, teleg~h, ~ater, g~, g~oh~, mi a~ s~or hn~, a~ other [acthhes, m unre~o~b~ mter~er~ ~th the ~e o[ the ~ght o/ ~a~ ~rem 7 T~ Unated S~t~ s~ ~t be re~ble [or ~gee to pro~ertg or m~u~ to ~ ~h~h ~ a~e /~ or be t~t to the ~e a~ ~ o/the ea~ ~, (i~ ~ a~t~), ~ [or ~ges to t~ $~ert~ ~ m~u~s W t~ ~eraon o[ the g~ntee's 8 ~ U~it~ S~toa a~ ~t be r~b~ f~ ~ges to ~o~ert~ or m~U~M w~ be ~ ~ t~ ek a~ be 10. 1~ ~ ~ ~ ~ ~ ~ o[ ~ ~ ~ J mt~ ~W (90) ~ ~t~ ~ ~t~ ~e, ~ ~ be ~ at ~ ~ of t~ ~e 2 to t~ b~St o[ t~ ~s, ~~, ~o~, a~ ~ o~ the g~tee I~ Th~ :t ts unders~od ~a~ ~ts tns~ment ts e/fectzve onl~ znso/ar as the rights o/the Un,ted 8~tee ~n ~e ea~d pmpee~ aec concerned, and t~t the grantee shall ~tazn such m~ss*~ as m~ be ne~essa~ o~ account of ~ othee ez~st~nf nfhts 15 ~e poss~b~lity exists that buried cultural deposits ~11 be d~scovered during construction activities re~aeed to eh~s action The grantee ~11 advise his agents, employees and contractors of possibility. Should previously unkno~ prehistoric or h~suor~c culeural depos~es be d~scovered, the grantee w~11 not2fy the Corps o~ Engineers ~med~a~ely at (817) 33~-4626 by authority of the Secreta~ of the Amy IN WITNESS WHEREOF ! JAMES P CAIN Chief, Real Estate Division GPO 937 179 The above ins%rument, together with all the conditions hereof, is hereby accepted this day of 1984 THE CITY OF DENTON BY TITLE ATTEST CERTIFICATE I, certify that I am the of the City of Denton named as grantee herein, that who signed said instrument on behalf of the grantee was then of the City, that said instrument was duly signed for and in behalf of said City by authority of the governing body and is within the scope of its legal powers (SEAL) 4 16. A seneraE permit applicable to your project has been issued on a nationwide basis for dischargas into waters of the United States. This national permit authorizes the discharge of dradsed or fill material which does not exceed ten cubic yards. This discharge must be a part of a single and complete project and no material shall be placed in wetlands The person responsible for the project must ensure that work is in compliance with specifications stated above and all conditions mentioned above and best management practices listad on the enclosure Failure to satisfy these conditions invalidates the authorization and may result in a violation of the Clean Water Act 17 The City of Denton shall coordinate construction activities with Denton County Co=~uissioner, Lea Walker, who is mining gravel in the area under separate agreement. 18 The grantee shall comply with all applicable Federal laws and regulations and with all applicable laws and ordinances and ragulations of the state, county and municipality wherein the premises are located 19 That within the limits of their respective legal powers, the parties to this easement shall protect the project against pollution of its water. The grantee shall comply promptly with any regulations, conditions or instructions affecting the activity hereby authorized if, and when, issued by Environmental Protection Agency and/or a state, interstate or local governmental water pollution control agency having Jurisdiction to abate or prevent water pollution. Such regulations, conditions or instructions in effect or prescribed by the Environmental Protection Agency, state, interstate or local governmental agency are hereby made a condition of this outgrant. 20 The grantee shall not remove or disturb or cause or permit to be removed or disturbed, any historical, archeological, architectural or other cultural artifacts, relics, vestiges, remains or objects of antiquity In the event such items are discovered on the premises, the grantee shall immediately notify the District Engineer, Fort Worth District, and the site and material shall be protected by the grantee from further disturbance until a professional examination of them can be made or until clearance to proceed is authorized by the District Engineer 21 The City of Denton shall keep debris from the channel at the point whera the line crosses Hickory Creek 22. The gran~ee shall not discriminate against any person or persons or exclude any persons from participation in the grantees operations, programs or activities conducted on the easement premises because of race, color, age, sex, handicap, national origin or religion The grantee, by acceptsnce of this easement, hereby gives assurance that Title VI of the Civil Rights Act of 1964 (Public Law 88-352) and all requirements imposed by or pursuant to the Directive of Department of Defense (32 CFR Part 300, issued as Department of Defense Directive 5500 11, Para 27, 1971) will be complied with 5 Prior to exec%tion of this easement, the granting clause was modified, Condition Nos. ! end 9 were deleted, Condition No ~1 was modified and Condition Noe. 15 through 22 were added on pages 3 and 5. LEWISVILLE DAH AND GARZA-LITTLE ELH LAKE DENTON COUNTY, TEXA~ PROPOSED PERPETUAL SEWER LINE F.J~SEMENT TO CiTY OF DENTON, TEXAS, FROM U S A A tract of land situated in the County of Denton, State of Texas, bang part of the John S. 0tckson Survey (A-3¢2), and the Alexander E Cannon Survey (A-23~), an~ being a strip of land 20 feet in width, 10 feet on each side of the followtqg described cehter line FROM Governaent Marker No F-554-4 for a re-entrant corner for a tract of land designated as Tract No F-554 for Lewisvtlle Dam end Garza-Llttle Elm Lake, along a northeaste) ly boundary line for said Tract No F-5S4, North 17030'53" West, 151 30 feet to a point for the easternmost corner for an easement for the City of Denton, Texas, Se~ge Lift Station from U S A , recorded in Deed Records, Volume llll, Page 678, THENCE along the b .ndary line for said easement as follows South 72°29'07" West, l$1 g ~eet to the Point of Beginning for this easement, THENCE South 04°56'14" West crossing Hickory Creek, 190 8 feet to a polnt, THENCE South 35~J4 41~ Edst 428 70 feet to a point, THENCE South $3°17 :?" East c~uss ng Hickory Creek, 443 28 feet to a point, THCNCE South 56°27'0g'' East 271 l0 feet to a point on the west edge of a gravel 1HENCE South 02~40'4g" East crossing said gravel road at 180 feet, in all 597 0 feet to a point, ~dENCE South ~g~4o'4g" East 250 O0 feet to a point, THENCE h~rth &~21'31" East 552 66 feet to a point, T~EibE South 83~43'0g'' East 418 C4 feet to a point, sa~d point being South 04'12'49" East 20 43 feet from Government Marker No F-551-2, THENCE North 78'4g'30" East 502 69 feet to a point, THENCE South 75°3~ 20" East 321 92 feet to a point, THENCE North 24~28'17'' East 358 40 feet to a point, se~d point being South 75°24'00" East 46 63 feet from Government Marker No F-5S1-4, THENCE North 00°21'19" East 269 47 feet to a point, THENCE Nvrth 14°23'21'' West 566 50 feet to a point, THENCE North 38°16'1g" West 384 E9 feet to a point, THENCE North Og°53'lg'' East 30 60 feet to a point, in the south right-of-way line of Texas Farm to Market Road No 2181, said point being the end of this center l~ne, said point being South 86°3g'53'' East 13 50 feet from Government Marker No $$1-$, sa~d strip of land containing 2 56 acres, more or less III · RESOLUTION WHEREAS, Section 8.07 of the charter of the City o~ Denton authorizes the City Council to transfer unencumbered appropriations between general classifications of expenaltures within an office, department or agency, and WHEREAS, the C~ty Manager deems it necessary to transfer the funds as speclflea below, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS. SECTION I. These funds shall be transferred as follows FROM ACCOUNT NO. TO ACCOUNT NO AMOUNT Data Processing 100-004-0017 Word Processing 100-003-0006 $ 36,311 Public Works/ 100-002-0010 Finance Admln./ 100-004-020M 100,000 Engineering Miscellaneous Police/CID 100-007-0041 Finance Admln./ 100-004-020M 25,000 Miscellaneous Data ProcessIng 100-004-0017 Finance/Customer 100-004-0022 $. 58,000 Service TOTAL TRANSFER $219,311 SECTION II. This Resolution shall become effective from and after its date of passage PASSED AND APPROVED this the 18th day of September, 1984 ATTEST CITY OF DENTONt TEXAS APPROVED AS TO LEGAL FORM. JOE D MORRISt ACTING CITY ATTORNEY CITY OF DENTON~ TEXAS Next Doeument 0883L RESOLUTION BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the Policies of the Emily Fowler Publzc Library as approved by the City Council on December 7, 1976 are amended to provide for fees for noneity residents The policy provision of "Registration of Borrowers" providzng for the eligibility of persons for library cards which presently reads as follows. 1. Residence. An adult applicant who states that he is a permanent resident of Denton and/or Denton County and gives an address in either zs eligible for a library card free of charge upon making application and presenting proper identification, is hereby amended to read as follows 1. Residence. An adult applicant who submits reasonable documentation or information that the person perma- nently resides within the city limits is eligible for a library card free of charge upon making proper application. An applicant who is not a permanent resident of the City of Denton, but who is a resident of Denton County, may upon proper application and payment of an annual fee of eleven dollars ($11.00) be issued a library card which is valid for a period of one year. SECTION II. This Resolution shall become effectzve from and after its date of passage. PASSED AND APPROVED this the 2nd day of October, 1984. ATTEST: CI~RLOTTM-AL-LEN~, c'rrY-SECRETARY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS RESOLUTION WHEREAS, a preliminary plat has been filed with the Planning and Zoning Commission of the City of Denton, Texas, seekzng approval of Lot 1, Block 1 of the Trt-Steel Headquarters Addition, and WHEREAS, the area contained in the proposed preliminary plat is located within the extraterritorial platting jurzsdiction of the City of Denton and a recommendation for annexation is pending before the City Council, and WHEREAS, Article 21(B) of Appendzx B to the Code of Ordinances of the City of Denton prohibits the Planning and Zoning Commisszon from approving any plat within any area where a recommendation for annexation is pending before the City Council unless and until such plat shall have been approved by the City Council, and WHEREAS, the City Council finds that the proposed plat meets with the general rules and regulations governzng plats and subdzvisions of land falling within the 3urisdtction of the City, NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the preliminary plat of Lot 1, Block 1 of the Tri-Steel Headquarters Addition, attached hereto and incorporated herein by reference, dated August 30, 1984 be and the same is hereby approved. SECTION II. That the preliminary plat approved herein be referred back to the Planning and Zoning Commission for such action as the Commission deems appropriate. ATTEST CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS BY' RESOLUTION WHEREAS, the Director of the Personnel/Employee Relations Department for the City of Denton has presented proposed policies regarding employee rules and regular zons for the Counczl ' s consideration, and WHEREAS, the City Council desires to adopt such policies as official policies regarding employment wzth the City, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS, THAT. SECTION I. The following policies, attached hereto and made a part hereof, are hereby adopted as official policies of the City of Denton, Texas Citizenship & Social Security Number (Reference No. 102.02) Minimum Age (Reference No 102.03) Texas Drivers Licenses & Driving Records (Reference No. 102 06) Nepotism (Reference No. 102.08) Fingerprznting (Reference No. 102.09) Payroll Deductions (Reference No. 106 03) Outside Employment (Reference No. 108.09) SECTION II. The foregoing policies are attached hereto and made a part hereof and shall be filed in the official records with the City Secretary. SECTION III The Employee Rules and Regulations of 1976 adopted by Resolution of the City Council on February 1, 1977, are hereby rescznded to the extent they conflict with the foregoing policzes and any adminzstrative procedures and directives zssued under the authority of the City Manager implementing the polzczes hereby adopted. SECTION IV. This Resolution shall be effective from and after zts date of passage and approval. PASSED AND APPROVED this the ~day of ~, 1984 //RIO~RD O. ~TEW~, MAYOR - -{/ "CIT~K~,OF DE~TON, TEXAS ATTEST CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS IqEPLAC;$ r~TLe CI?"r~EIISH'rp ~ SOCZAL SECURTT¥ RUHBSR POLZC¥ STATEHENT: I. Citizenship Reouiremonts Each employee of the City oE Denton shall be either a citizen of the United States or a leSally-documonted alien with an approved work visa or CITY ..POLIOY/&DiI~NIS?R&?~Vll l~uOt~BOUUi/AOMINia?l&t~va DIRB~TZVI S~ION NUMBER PE~/~Y~ RE~TZON~ 102.03 SUSJE~ EFFE~;VE OATE ~YEE ~POZ~ H~ ~g ~08 & ResumeXPert8 POLICY The City of Den2on's mLninu~ ass for resular employment will be eishteen (18) years of ass. The only exception will be for selected seasonal and/or temporary posit~ons when prescribed differently by federal or state law. In no case a~o individuals youn$or than sixteen (16) years of ass eli$1ble for enpioy~ent, A birth cert~ficate and a minor's work release will be required of each applicant who is under eishteen (18) years of ese prior to employment with the city 011la 10/05/84 CITY OF D E N TC, ,,I REFERENCE SECTION ~ NUM~E~ P~J~l uur~TXO~ X02.06 SUEJ~ EFFE~IVE OATE TITLE REP~CES T~8~ DRXV~'8 LZCBBSEB ~ DRXVXB~ ~CO~S POLICY STATEHIENT: The City of Denton requires all employees drivins end/or operatins a city vehicle to have the appropriate driver's license as required by the City of Denton and/or the 8tats of Texas. Effective Sanuary l, 1984, s new classified license plan was issued by the Department of Public Safety (DP$) Accordins to DPS, this new plan does not affect the validity of a current operator, convaercial~operator, or chauffeur license issued prior to Senuary 1, These lice~ses will continue in effect accordin$ to their terms until they are converted to an equivalent class of license (Refer to Supplement lA, new *'License Class Indicator") Persons th~t apply for positions and/or transfer to positions requirin$ a valid Texas Classes A,B,C, or H license must have passed the wcitten portion of the examination for the specific license required prior to scheduiin$ the initial in~erview process. The applicant selected for employment must pass the drivin$ portion of tho examination within five (5) workins days and may not basin Work until the required license is obtained Employees required to have a valid Texas A,B,C, or H license must continue to meet these requirements to continue employment. Employees required to have an A,B,C, or H license must. 1) not exceed the limitations established by the State of Texas to maintain a driver's license; 2) not exceed criteria established by the Accident Revie~ Board; 3) Report convictionJof a third movin$ violation in a twelve (12) month period, inc~udin$ ~hose in personal or private vehicles, to e~loyee's supervisor no later thanitho close of the next workins day; and 4) report accidents involvins City equipment to their supervisor i~ediately. Ail accide~ts involvins dmuaSe to C~ty vehicles, equipment, or property and all movinsiviolations involvin$ City vehicles must be reported to the Office of Emersen~y Hanasament. Upon receipt of any movins violation, c~tation, or accident in City vehicles, or any incident in which City equipment is domased and repairs exceed $100 00, the employ0o or employees involved must appear before the Accident Review Board Supervisors must conduct a driver's license check of all employees whose Job requires operation of a City vehicle or equipment to verify that a current, valid, appropriate driver's license is beths maintained. This check must be done on a quarterly (3 month) basle. Failure tot mainta~n tho required driver's license to operate city vehicles w£11 be sufficient srounds for disciplinary action and/or termination Copies of Texas Department of Public Safety Texas Drlver's Handbook are available upon request from the Off,ce of gmersency Hana8ement 025a$ 10/19/84 POLIC~ STA~BllEiI~: ?he City of Denton shell not contribute, th=ou&h employment, in-house edvance~ent or ~sfer pro,ess, ~o ~he creation of ~y inequity or in- propcio~y ~ [~s ~oyee8. ~e CX~y of Denton wL~l co~Xy wi~h Cl~y ~a~be~, Se~Xon 14.05 Nepotism, ~ o~a~os - "No person shall be appoin~ed ~o ,n office or be ~oyed by the CL~ of Denton ~o is rela~ed ~o ~y m~ber of ~he Cl~y Council ~L~hin the second descee of *ff~n$~y o= ~he ~hi=d desree of consanSVin[[y, ~d [h[s shall apply [o heads of depar~n[8 la bheLr ~eepee[~ve depar~Mn~s," CITY OF 'DENTON POLZCY/&DMINISTR&?Iv'e PROCBDUR'a/ADMZNX.~TRA?I¥~ REFERENCE NUMeER SUSJ~ E~LOYEE ~PO~ TITLE F~NGg~R~NG POLICY STATF, t~ENT: All employees of the City of Denton shall be f[nserp~inted Finserprintin$ of employees shell be at the time of employment and by the C~t¥ of Denton Police Department. II Finserprint[nK is for the purpose of [dent[f~cation A prior conviction of criminal offense will not automatically disqualify an applicant for er~ployluent but ~[~1 be considered as [~ rela[es ~o the job 0273a 10/05/84 CITY OF, DENTC./ FAoE POLX~Y/ADMI~STRAT~r~R PROCRDUR~/ADMXNXS?R&T~V~ D~It~C?IV'E REFERENCE SECTION NUMSEfl SUSJE~ ~AGR ~ S~Y P~ PA~OLL DEDUC~QNS POLICY STATKHENT: Tho City Of benton's policy on payroll deductions ts to limit deductions to taxes, insurances, retirement, or specific approved voluntary contributions Payroll deductions for the City may be divided into two catesories 1) nmndatory; and 2) employee authorized The mandatory cate$ory includes taxes and retire.~..ent. The employee authorized cate$ory includes city insurance premiums, credit un[on shares or payments, United May contributions, and extra federal income tax withho[dinss, ! Handatory Deductions A. Taxes, lncludinE but not limited to F I C A and Federal wlthholdinE taxes B Contributions to authorized retirement proErams except for employees not meettn$ requirements for eliEibility O~tional Payroll Deductions with Individual A~thorization for A Insurance prem~unm for employee and dependant coveraSe by City authorized plans that are not paid for by the City B Credit Union shares or payments CContributions to Un[ted May Extra Federal Income III. Seasonal/Temporary Payroll deductions for seasonal and temporary employees wil~ ~nclude F I.C A and Federal ~ncome Tax w~thhold[n~s IV. Cancellation of Deduch~ons ~f an ~loyoe desires 2o cancel ded~ctions from payroll, or chan~e the n~ber of dependents for any pu~ose, the ~ersonnel/~oyee Relations Department must be con~acted and appropriate fo~e collated to properly execute thee 0262S 10/1~/8~ CITY OF DENTG,¢ ,AOE o, RE~ERENCE NUMBER ~ EFF~IV~ DATE SUBJE~ ST~S OF CO~O~ FOR ~YEES REP~CES OUTSZDB ~ POLICY STATEHSNT: The City of Denton shall be the priloary employer for all employees for which benefits are beins supplied. An employee may be employed in any capacity in any other business, trade, occupation or profession while employed by the City of Denton, so lens ns it is determined that such employment does not tend to brins the City into disrepute, reflect discredit upon the employee, or conflict with his/her employment or performance as a City employee The City recosnizes the prerosative of its employees to pursue other employment to occupy their off duty hours However, this must be balanced with the City's need for full productivity durins workins hours and with loyalty from its e~loyees. Employees may pursue other employment only when it is not in conflict with the operations and business of the City of Denton and does not interfere with the performance of their work Outside employment shall not impair employee's availability upon emersency recoil by the City Outside employment will not be considered an excuse for poor Job performance, absenteeism, tardiness, or refusal to work overtime Should the outside employment cause or contribute to any of these situations~ it must be discontinued or the employee will be subject to termination from City employment. As the primary employer, the employee must recosnize the City's need for flexibility and chansins schedules based upon the demand for services or departmental needs. 0112a 10/19/84 NO. A RESOLUTION CONCERNING THE RELOCATION OF OVERHEAD UTILITY EQUIPMENT AND FACILITIES IN ACCORDANCE WITH THE CAPITAL IMPROVEMENT PROGRAM. WHEREAS, the City's five year capital improvement program provides for the relocation of overhead utility equzpment and facilities to an underground system on Cedar, Walnut, Pecan and Austin Streets during the next three years, and WHEREAS, such relocation would improve the appearance of the "Downtown Square" and promote the renovation of individual properties, and WHEREAS, the relocation of the utzlity equipment and facilities would require the cooperation and participation of General Telephone Company and Golden Triangle Communications, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the City of Denton, General Telephone Company and Golden Triangle Communications, shall cooperate and participate to effectuate to relocation o~ existing overhead utility equipment and facilities on Cedar, Walnut, Pecan and Austin Streets to an underground utility system within three years in accordance with the City's five year capital improvement program. PASSED AND APPROVED this~DT~day of ~, 1984. ATTEST CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM. JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS BY '~ ,~.~ 930L RESOLUTION WHEREAS, Denton County the fourth fastest growing county in the country is facing a mobility crisis, and WHEREAS, Denton County and it's cities need to develop a systematic approach that will set priorities, indicate when and which transportation improvements are needed, and WHEREAS, Denton County Commissioners' Court needs to implement a program to help meet our future right-of-way needs due to our phenomenal growth factor and escalatzng land values, and WHEREAS, this resolution confirms this city's support and particzpation in the development of a county wide transportation plan, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the City Council of the City of Denton, Texas supports the Commissioners' Court intent to hire a consultzng firm to develop a technical transportatzon guide designed to result mn a program of transportation improvements for Denton County during the next two decades. SECTION II. The technical transportation guide would include 1. Developing a county-wide plan for a transportation network that is responsive to future growth, 2. Providing the necessary coordination among existing throughfare plans of individual cities within Denton County for the development of a integrated roadway network, 3. Establishing a roadway classification system, 4. Recommending a geometric and design standards for roadway development for both rural and urban conditions along with cost estimating procedures for use in throughfare planning, 5. Right-of-way plans for use by the county and cities in order to reserve right-of-way during the development plat process, and 6. Recommending a program for staged development of freeways, urban arterials, rural arterials and controlled access facilities which will be compatible with incremental growth development to 2005 to insure continuity of major roadways an timely roadway construction. SECTION III. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ~OTk day of ~,~;~L~ 1984. ATTEST OTTE ALLE~/ CITY SECRETARY CITY OF DENTONe'TEXAS APPROVED AS TO LEGAL FORM JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS RESOLUTION BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That in accordance with Section 2-52 of Chapter 2 of the Code of Ordinances, the policy manual, as recommended by the Library Board, containing policies and procedures for the operation of the Emzly Fowler Public Library, a copy of whzch is attached hereto and made a part hereof, is hereby adopted and approved by the City Council of the City of Denton, Texas. SECTION II. This Resolution shall become effective from and after its date of passage. PASSED AND APPROVED this the ~O~day of .~_O~w~..t_, 1984. A~IC~ARD O /STEWAR~, MAYOR ~ CITer OF DF~NTON, TEXAS ATTEST LOTTE ALLEN, ~ITY SECRETARY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS POLICIES OF THE EMILY FOWLER PUBLIC LIBRARY AS RECOMMENDED BY THE DENTON LIBRARY BOARD September 1984 INTRODUCTION Brief History of the Library Creation of the Denton Library Board Qualifications, Selection, Appointment, Number, Term, and Tenure of the Board Duties and Responsibilities of the Denton Library Board Staff, Board, and Library Director Relationships Goals of the Emily Fowler Public Library BRIEF HISTORY OF THE LIBRARY As early as 1914, the City Federation of Women's Clubs gave this report in its bulletin. "One of the clubs devoted much time some years ago to the subject of a free public library for Denton and received from Mr. Andrew Carnegie the assurance that a suitable building would be contributed by him if the city could contribute its part in location and maintenance. The City Council would not guarantee municipal support." Later, Carnegie withdrew his offer. In the depression years of the early 1930's, the Federal government established many agencies to furnish employment, food, clothes, education, and services of various kinds throughout the United States. Among these services were the W.P.A. programs which included the sponsorship of school libraries. This enabled the schools, under the leadership of the Denton County Superin- tendent, to employ Miss Mattie Pyrene Wilson as the library supervisor and to establish a program of county-wide service. In order to expedite this system, a bookmobilE, service was inaugurated. Miss Wilson opened a small 3,000 volume library on the third floor of the courthouse. The bulk of the library material was primarily acquired through two sources a $10 state teacher allowance for the purchase of library books and the donation of gift books by the Denton County Parent Teacher Association and sundry county organizations. In 1935 the Junior Shakespeare Club began a movement to combine the Denton County School Library with a public l~brary. The club suggested that the county school board, the city commission, and the county commission form a coalition to support a library which would be free to all citizens of Denton County. The members of the Junior Shakespeare Club, in an attempt to stock the proposed library, collected more than 4,000 books in a house-to-house can- vass of the city. The city commission then agreed to donate $600 toward the purchase of new books, and the county agreed to furnish shelves, equipment, and utilities. Finally, Denton's first public l~brary opened on June 6, 1937. Shortly after the new library opened, however, Miss Wilson resigned her position, and Mrs. Bess McCullar was employed as the library supervisor Her staff included approximately twenty W.P.A. assistants who were being 3 trained in various capacities of library service. Under Mrs. McCullar's direction, a branch library was established for the black population of Denton and was housed in the Jonest Undertaking Company Chapel. This branch, how- ever, was discontinued in 1948. Preceding World War II, the mounting number of books and nonbook materials necessitated the removal of the library to the southwest corner of the courthouse. With the advent of World War II, the public library experi- enced a temporary cessation of expansion in funds, facilities, and library materials. Furthermore, the W.P.A. assistants, the salary of the Library Director and bookmobile drivers, and the gas and oil funds were terminated. In February, 1943, Mrs. Otis Fowler succeeded Mrs. McCullar as Library Director. Because of the growth in library collections, a new library facility was needed. In 1949, the City of Denton donated a tract of land on Oakland Street for a new building, a $50,000 bond issue was passed to build the struc- ture, and the Denton Lions Club raised the funds to purchase the furnishings On July 30, 1949, the Denton City-County Public Library officially opened. With an ever-increasing population and subsequent demand for reading mate- rials, the library's collection grew to 31,497 cataloged volumes as well as a large quantity of uncataloged materials. Again, the library lacked adequate space to house the total contents of the library. In view of the overcrowded facilities, the citizens of Denton approved a $100,000 bond issue for library improvement on March 17, 1964. Then on July 13, 1968, the Denton City-County Library closed in order to expand and renovate the old library. Ford, Powell, and Carson of San Antonio were the architects for the new building, which was approximately ll,O00 square feet, quadrupling the size of the old building. This new building, at a total cost of $240,000, was designed to contain a total of 55,000 volumes. The new facility opened on February 2, 1969. The library was renamed the Emily Fowler Library in recognition of Mrs. Fowler's many years of service to the community. Having become a department of the City of Denton the library now served the county on a contractual basis. In view of the information explosion of the 1970's, Denton voters, on February 28, 1978, approved a $775,000 bond issue for library expansion and renovation. On February 19, 1980, the Denton City Council approved the plans and specifications and also voted an additional $300,000 in certificates of 4 obligation for the building. Architects Ford, Powell and Carson of San Antonio, and Meyer, Landry and Landry of Dallas, designed the new 25,000 square foot building. On October 6, 1981, the Denton City Council formally changed the library name to the Denton Public Library. At the same time the City Council paid tribute to Mrs. ~ily Fowler by designating the library's collection of Local History and Texana and the room in which it is housed the Emily Fowler Historical Collection. On November 1, 1981, the Friends of the Denton Public Library spon- sored an open house to dedicate the new library formally. On February 15, 1983, the Denton City Council reconsidered its deci- sion and renamed the library the Emily Fowler Public Library. On October 1, 1984, the County discontinued its funding for all libraries within Denton County. CREATION OF THE DENTON LIBRARY BOARD The initial Denton Library Board was created by Joint action of the City Council and Commissioners' Court through the City-County Library Contract. The first Library Board was organized Wednesday, January 31, 1968, in the Municipal Auditorium in the City of Denton. The first Library Board members were Mr. Dan Dudley, Chairman, Mrs. Sam Barton, Vice Chairman, Mrs. Robert Caldwell, Secretary, Mr. J. T. Jones (Denton City Council member), Mr. O. H. Bailey (Denton County Auditor), Mr. Sammy Spratt, Dr. David Speck, Mr. Emmett Brown, Mr. Bill Thomas, and Mrs. Joella Orr (Library Director). 5 DUTIES AND RESPONSIBILITIES OF THE DENTON LIBRARY BOARD The Library Director and the Library Board are partners in determin- ing the program of service undertaken by the Emily Fowler Public Library and in safeguarding its future. Success in these endeavors is contingent upon a mutual confidence and respect between the Library Director and the members of the Board and upon the appropriate sharing of administrative and policy making responsibilities. The Library Board carries a major responsibility in the determination of policy to be recommended to the City Manager related to the funotioning of the library. In undertaking this responsibility, it relies upon the profes- sional training, Judgment, and experience of the Library Director in making recommendations about policy matters to the Board. In turn, the Board weighs and evaluates theee recommendations in view of the information available to it through human and material reeources, coupled with its knowledge of the com- munity, interaction with individual citizens and groups, and its collective experienoe. A secondary responsibility of the Board is seeing that policies are properly oarried out by the Library Director. As an agent of the City Coun- cil, the Library Board is oharEed with assuring the effective administration of the library. All eonoerns which the Board may have about the administra- tion of the library, i.e., the carrying out of policies determined by the Board, are directed toward the Library Director and/or the City Manager. The above stated responsibilities are paramount to the Board's exist- ence. However, it is reoognized that these are not the Board's only responsi- 6 bilities. The Denton Library Board endorses the statement of duties and responsibilities for library board members which is included by Virginia C. Young in The Library Truetee (3rd ed. New York' R.R. Bowker, 1978). Adjusted to fit local circumstances, they are enumerated as follows 1. Detsrmine and adopt written policies to govern the operation and pro- grams of the library; 2. Determine the purposes of the library and secure adequate funds to carry on the library's programs, 3. Know the programs and needs of the library in relation to the commu- nity, keep abreast of standards and library trends, plan and carry out the library programs, 4. Establish, support, and participate in a planned public relations program, 5. Know local and state laws, actively support library legislation ~n the state and nation, 6. Establish among the library policies those dealing with book and materxal selection, 7. Attend alt board meetings and see that accurate records are kept on file with the city secretary, 8. Attend regional, state, and national trustee meetlngs and workshops, and affiliate with the appropriate professional organlzations, 9. Be aware of the services of the state library, and 10. Report regularly to the governing officials and the general publxc. Members of the Board, collectively or individually, represent the library to the people and to the officials of the city of Denton. However, authority and responsibility rest only ~n the Board as a whole. Any responsi- bility and authority granted to board members for undertaking special projects must be delegated by the Board through formal action The Library Director carries a major responsibility for making recom- mendations to the Library Board based upon professional Judgment, an awareness of community needs and the services provided by organizations ~n the public and private sectors to meet those needs, and the utilization of monetary resources available to the library. The Denton Library Board endorses the statement of duties and responsibilities for public librarians which ~s included by Virginia C. Young in The Library Trustee (3rd ed. New York R R. Bowker, 1978), adjusted here to fit local circumstances 1. Act as technical advisor to the board, recommend needed policies for board action, and supervise personnel, 2. Carry out the polloies of the library as adopted by the board, and approved by the City Council, 3. Suggest and carry out plans for extending library services, 4. Prepare regular reports embodying the library's current progress and future needs, cooperate with the board to plan and carry out the library's programs, 5. Maintain an active program of public relations, 6. Know local and state laws, actively support library legislation in the state and nation, 7. Supervise selection of books and other library materials, 8. Attend all board meetings other than those in which the library director's own salary or tenure are under discussion, 9. Affiliate with the state and national professional organizations and attend professional meetings and workshops, 10. Make use of the services and consultants of the state library, and il. Report regularly to the library board, to the officials of local government, and to the general public. STAFF~ BOARD~ AND LIBRARY DIRECTOR RELATIONSHIPS The Library Director serves as the liazson agent between the Library Board and the library staff. Under the policies adopted by the Library Board, the Library Director will administer the library and direct the library staff. The library staff has responsibility for public relations inside and outside the library. Members of the staff are encouraged to suggest improve- ments in library service and operations. These suggestions are forwarded when appropriate by the Library Director to the Library Board. The Board serves as the liaison between the library and the public and between the library and government officials. Its members advise the Library Director of community needs and promote the library and its services to the public. GOALS OF THE EMILY FOWLER PUBLIC LIBRARY The mission of the Emily Fowler Public Library is to assure every individual access to needed information at the time needed and in a format the individual can use. In view of this mission statement the goals of the library are TO SERVE the community as a center of relmable informatmon. TO BUILD the best possible collection of materials and to organize it for ease of access to the users. TO PROVIDE opportunity for enrichment through use of literature, music, films and other art forms. TO ENCOURAGE the public to use the library and to recognize its impor- tance in their lives. TO PROVIDE the citizens of the community with indivmdualized planned learning experiences. TO SUPPORT the educational, civic and cultural aotivitmes of groups and organizations. TO PROVIDE guidance services to patrons who are engaged, or intend to be engaged, in an educational activity. TO PROVIDE local government officials with information and perform research as needed. TO PLAY an initiatory role, with other agencies and mnstitutions, mn identifying community needs and providing programs and services to meet those needs. TO PROVIDE materials beyond the library's collection through interlibrary loan. GENERAL POLICIES Services Limitations of Services Bulletin Boarde and Publicity Announcements Meeting Rooms SERVICES The library selects from the mass of available materials and organ- lzes for easy access those books and materials which best meet the needs of the public. The book collection of the Emily Fowler Public Library consists of nonoiroulating reference tools and circulating library materials. Both types consist of titles considered basic for public library purposes and are the foundation of book stock which reflect the needs and interests of the people. Materials for all age groups are included adults, young adults, and children. In all three groups, recreational and educational materials are represented in fiction and non-fiction. The library provides information and materials to help people to 1. Equip themselves for efficient activities in useful occupations and practical affairs, including vocational information, parent and home education, child care, nutrition, physical health, emotional stabil- ity and growth, budgeting and consumer information, and specialized business, industrial, and agricultural information 2. Increase their competence to form sound judgments on public problems and to encourage them to express their opinions and to act according to their Judgment. 3. Increase their understanding and appreciation of literature, the arts, sciences, and the political and natural world. 4. Promote personal and social well-being and develop creative and spiritual capacities. The library cooperates with other community agencies and organiza- tions to determine and meet the educational needs of the community and to help them with their programs through such services as special bibliographies, materials, and exhibits. The library accepts a responsibility for securing information beyond its own resources by collecting information about, and listing for referral, resources of agencies, institutions, organizations, and individuals in and beyond the community. Circulation in the Emily Fowler Public Lmbrary provides books for home use for the period of time specified by the Library Director as directed by the Library Board. Rare, fragile, and expensive items which normally do not circulate may be loaned only at the discretion of the Library Director. 11 The professional staff of the library aids patrons, in person and by telephone, with research activities and giving information from the library resources to the extent of these resources. Staff are available to aid students and adult users of the library ~n the use of indexes, atlases, and so forth, which are part of the library resources. To the extent possible with the available staff and time, the per- sonnel of the library assist individuals and groups in the area of planning programs using library materials, and encourage and sponsor group activities which are library oriented and which are designed to further interest in the use of library materials. The library initiates programs, exhibits, book lists, and so forth to stimulate the use of library materials for the enlightenment of people of all ages. The Board recognizes that no single library can meet all demands in · ts community. Libraries in different political subdivisions working together, sharing their services and resources, can meet more nearly the full needs of their users. The Library Board and the Library Director are alert to opportunities of cooperation with other libraries in order to strengthen the services and resources of the library. The image of the library in this county is well served with the establishment of good public relations. To this end, the Library Director is concerned with the preparation of bibliographies and book lists, displays of appropriate materials in the library building, news releases of library activ- ities for various media, and the cultivation of a friendly and helpful atti- tude toward serving all library patrons. LIMITATIONS OF SERVICES The use of the library or its services shall be l~mited when exces- sive demands of groups or individuals tend to curtail services to the general public. Such demands may include those made by students, puzzle contestants, and others whose demands on staff time, available materials, or space would prohibit attention and service to other individuals or groups. Information service does not include providing information which is Judgmental in nature, rather, the Library Director will direct the patron to 12 sources of information. Falling into the category of Judgmental are requests for advice on such subjects as medicine, law, and consumer affairs. The use of the library or its services may be denied for due cause. Such cause may be failure to return books or to pay penalties, destruction of library property, disturbance of other patrons, or any other obJectional con- duct on library premises. A referral record will be kept. BULLETIN BOARDS AND PUBLICITY ANNOUNCEMENTS The Emily Fowler Public Library maintains several bulletin boards throughout the library. In its capacity as a public institution, the library schedules educational, cultural, and recreational activities for the commu- nity. Because of the needs Of the library in publicizing these events, and for the dissemination of information on library materials and services, the library has priority access to bulletin board space. Any remaining space on bulletin boards is available for use by the public. The following guidelines govern such use 1. The event publicized should be for a cultural, educational, recrea- tional or civic purpose and be a nonprofit event. Events which will not be publicized include those which are for religious purposes, for commercial purposes (including money-raising events by individuals or groups such as bake sales and garage sales) or for any purpose which furthers an individual's goals, 2. The event must be open to all citizens in the community, 3. The event must be free of charge. Exceptions are made for nonprofit, local organizations of a civic nature which provide cultural, educa- tional, and recreational programs for the community. Such organiza- tions include those granted tax exempt status. 4. Posters and announcements must relate directly to the event sche- duled. Posters outside of the events listed in item one above are not permissible, for example, fund raising posters, promotions related to political campaigns, etc., 5. Posters and announcements must be smaller than 22" x 14" in size, 6. The Library Director is responsible for determining which items may be displayed; final authority rests with the Library Board, 13 7. Posters and announcements are displayed through the date(s) of the event and are removed and discarded within a reasonable length of time after the event, and 8. The library is not responsible for damage to or loss of posters and announcements. MEETING ROOMS Rooms may be used by educational, cultural, civic, and governmental groups for programs and meetings. Room reservations must be made with the Library Director. The following guidelines govern the use of meeting rooms 1. Meetings must be scheduled during regular library hours, 2. The event must be open to all citizens in the community, 3. The event must be free of charge, 4. Rooms cannot be reserved as the regular meeting place for any organ~- zation, 5. Library personnel are not available to assist ~n the handling of exhibits and other materials needed by groups using the room, 6. Seating capacity is governed by the Fire Marshall. Additional seating may be provided by the organization reserving the rooms, with the organization being responsible for delivering, setting up, and removing the seating, 7. Neither smoking nor refreshments are allowed in the rooms. 14 MATERIALS SELECTION Materials Selection Policy Library Bill of Rights Responsibility Selection Principles Seleotion Criteria Use of Material Selection Aids Gifts Collection Maintenance Requests for Reconsideration of Materials MATERIALS SELECTION POLICY The purpose of the materials selection policy of the Emily Fowier Public Library is to present guidelines for the selection of library materials and statements on intellectual freedom. Free and convenient access to the world of ideas, to information, and to the creative experience is of vital importance to every citizen today. The Emily Fowler Public Library endorses the preamble of the Intellectual Freedom Statement adopted by the Texas Library Association which states in part "the freedom to read is a corollary of the constitutional guarantee of freedom of the press. Freedom of choice in seleotzng materials ~s a necessary safeguard to the freedom to read, and shall be protected against extra-legal, zrresponsible attempts by self-appointed censors to abridge it. The Associa- tion believes that it is the essence of democracy that citizens shall have the right of free inquiry and the equally important right of forming their own opinions, and that it is of the utmost importance to the continued existence of democracy that freedom of the press in all forms of public communication be defended and preserved." The Emily Fowler Public Library also incorporates as part of this policy the Library Bill of Rights, adopted by the Council of the American Library Association, January 22, 1980. LIBRARY BILL OF RIGHTS The American Library Association affirms that all libraries are forums for information and ideas, and that the following basic policies should guide their services 1. Books and other library resources should be provided for the inter- est, information, and enlightenment of all people of the community the library serves. Materials should not be excluded because of the origin, background, or views of those contributing to their creation. 2. Libraries should provide materials and information presenting all points of view on current and historical issues. Materials should not be proscribed or removed because of partisan or doctrinal disapproval. 16 3. Libraries should challenge censorship in the fulfillment of their responsibility to provide information and enlightenment. 4. Libraries should cooperate with all persons and groups concerned with resisting abridgment of frss expression and free access to ideas. 5. A person's right to use a library should not be denied or abridged because of origin, age, background, or views. 6. Libraries which make exhibit spaces and meeting rooms available to the public they serve should make such facilities available on an equitable basis, regardless of the beliefs or affiliations of indivi- duals or groups requesting their use. The Emily Fowler Public Library also subscribes to the interpretative statements for the Library Bill of Rights adopted by the Council of the Ameri- can Library Association and the principles set forth in the Freedom to Read Statement. In accordance with American Library Association guidelines, the Emily Fowler Public Library recognizes its responsibility to collect materials, to organize and make availabls its resources, to give guidance in the use and interpretation of materials, and to provide interlibrary loan services. The materials selection policy supports these purposes of the library. The library exists to promote free access to books and other mate- rials for continuous education, cultural development, and constructive use of leisure time. These goals are implemented through intelligently selected materials for children, young adults, and adults. As a cultural and educational institution, this library must utilize its limited funds by adhering to a materials selection policy designed to pro- vide the best available materials in assisting the democratic process of free communication of ideas. The library p~ovides informational material for reference in furnish- ing direct answers to specific questions. Beyond that, this library also pro- vides materials of a general educational nature and literature for leisure. Broadly, the needs and interests of Denton furnish the orientation for selec- tion. To satisfy these needs and interests involves identification of books and other materials designed to meet immediate demands for information on, or interpretation of, current issues. 17 RESPONSIBILITY The ultimate source of responsibility for determining the materials selection policies of the library is the Denton Library Board. Operating within this framework, the Library Director carries out these policies with the assistance of a professional staff which initiates book selection within the areas of service to children, to young adults, and to adults. SELECTION PRINCIPLES Generally, material selection is geared to the objectives of library service outlined above--to provide the best available materials, to aid those pursuing formal and informal educational activities, occupational enrichment, and spiritual and creative development. All sides of controversial issues will be presented through a collection containing the best possible balance of available materials of opposing viewpoints. For these purposes, a large general collection of books and other library materials is necessary. Each title is Judged on its own merit and on its value to Denton and its citizens. Effort is made to select titles of current interest which will have value ~n the future as well. The following principles are basic to a useful collection 1. Selection is coupled with the discard or withdrawal of worn, out- dated, and damaged materials. 2. Duplication is made of materials when such materials are still valid and in demand. Paperbacks may be used to satisfy a temporary, heavy demand. 3. Highly specialized materials requested by individual patrons are made available by interlibrary loan. 18 SELECTION CRITERIA Materials purchased for the library's collections must adhere to the following high standards: 1. The subject matter should complement the library's collection. 2. The subject matter should have validity, accuracy, and timeliness. 3. The author should have expertise and considerable repute in the field. 4. The price, format, and in some instances the scarcity of certain materials, should be considered. 5. The materials sel$oted should have ease of use, readability, and popular appeal. USE OF MATERIAL SELECTION AIDS Ideally all materials, before acquisition, should be evaluated by a librarian with trained Judgment, knowledge of the library's present resources, and acquaintance with the requirements of local patrons. Where circumstances make such evaluation impossible, the staff makes skilled use of selection aids, such as basic general lists, current general lists, book reviewing Jour- nals, and special bibliographies of reference books or particular subject materials. While reviews are a major source of information about new mate- rials, they are not followed blindly. No one publication is relied upon exclusively, the critical opinions of reviewers are checked against each other. GIFTS Gifts represent a way through which the people of the community can contribute to the library. The acceptance of gifts is subject to the fol- lowing considerations' 1. Gifts must meet the same criteria as other materials to be included in the library collection. 2. Materials which are not outright gifts will not be accepted (see Appendix A). 19 3. Books and other materials will be accepted on the condition that the Library Director has the authority to make whatever disposition is advisable. 4. Memorials will be selected by the Library Director and the donor from lists of materials needed by the library. Written acknowledgment for each gift will be made to the donor and to the relative or relatives designated. 5. Personal property, art objects, portraits, antiques, and other museum objects will be screened by the Library Director. 6. Gifts of money, real property, or stock will be accepted if condi- tions attached thereto are acceptable to the Denton Library Board and to the City Council. COLLECTION MAINTENANCE Weeding (the removal of materials from library collections) is the process by which collections are maintained. Weeding must be a continuous process in order to maintain the library's collections in their most useful and attractive condition. In general, the same criteria apply to weeding as are used in the selection of materials. The professional staff will consider for withdrawal materials which are 1. badly worn or damaged and which cannot be repaired, unless the materials are irreplaceable, 2. limited in their use because of certain physical characteristics, e.g., fine print, brittle paper, etc., 3. no longer of interest or demand based upon the circulation of and requests for the material, 4. duplicates of titles for which there is no longer user interest and demand (no more than five copies of a title will be carried on library records), and 5. outdated because of developments in the subject area or which have been superseded by newer and/or more accurate editions. Community interest and the existence of the item in libraries other than the Emily Fowler Public Library, e.g., the university libraries in Denton 2O or the libraries within the North Texas Library System, are important criteria when considering the withdrawal of the last copy of a title. Discarded materials may be sold to the Friends of the Library for its book sales, if in the Judgment of the professional staff they would be of interest to the public. The Library Director may dispose of all other with- drawn library materials in whatever manner is appropriate. REQUESTS FOR RECONSIDERATION OF MATERIALS It is recognized that a library patron has the right to protest mate- rials. The patron may initiate review of any item by completing a reconsid- eration form (see Appendix B). Upon completing the form, the patron will meet with the Library Director to discuss the nature of the complaint. Further action related to the objection may be referred to the Library Board. The patron will be notified and must appear at the Library Board meeting at which the request is to be acted upon. 21 CIRCULATION General Loan Policy Registration of Borrowers Materials Loan Limitations Special Loans Finee/Overdues/Loss or Damage of Materials GENERAL LOAN POLICY The library serves all residents of the City of Denton. Religious, racial, socio-eoonomic, or political status are not factors in the provis~on of service. REGISTRATION OF BORROWERS Any person meeting the residence and identification requirements listed below is entitled to a library borrower's card free of charge 1. Adult applicants who state that they are a permanent resident of the City of Denton and give a valid address are eligible for a library card free of charge. To receive a card, the applicant completes a patron registration form and presents proper identification. 2. Children are issued a library card when their application is signed by a parent or guardian. The parent or guardian must meet the resi- dence and identification requirements listed above and must assume all responsibility for material borrowed from the library. 3. An applicant, adult or child, who is not a resident of the City of Denton but who is a permanent resident of a contracting agency and who meets all the requirements above may be issued a library card with full privileges. 4. An applicant, adult or child, who is not a resident of the City of Denton and who meets the requirement of proof of address may be issued a library card with full privileges upon payment of an out- of-city fee. This fee is determined by the City Council upon recom- mendation of the Library Board. The library card is valid for a twelve month period beginning with the date upon which the fee is paid and the card issued. No refunds will be made for any portion of the fee if library materials are not borrowed during the twelve month period. 23 MATERIALS LOAN All materials except those which are in special demand and cannot be duplicated, including rare and fragile items, will be lent for home use under library regulations and procedures. LIMITATIONS The circulation of materials is governed by the following limitations 1. Seasonal or currently in-demand materials may be limited to seven days by the Library Director. Limitations may change or vary with the development of the collection. 2. 16mm films may not be shown for fund-raising or commercial purposes or where admission is charged. Films are not for classroom use. 3. Borrowers must have a library card and valid identification before being allowed to check out a film and must submit a "users report" for the film borrowed. Borrowers must also sign a statement of responsibility agreeing to pay any and ell charges for repair and/or replacement of film damaged while in their possession. Charges are determined by the ataff of the North Texas Library System in Fort Worth, the source of most of the library's films. The library does not furnish the use of a 16mm projector and does not allow an indzvi- dual or an agency to check out more than four films a month. 4. Nonbook materials must be returned in the containers provided and must not be returned in the book drop. SPECIAL LOANS Exceptions to the general loan policy may be made concerning refer- ence books and fragile or nonbook materiels which are charged to and received directly by subject departments. The policy and fees relating to circulation of these special materials are as follows 1. Special loans are made only to individuals, loans to institutions are handled as interlibrary loans. 24 2. Special loans are not renewable. 3. The Library Director may limit the number of vertical file or pamph- let file materials if there is a heavy demand on a subject. Overdue charges for this material are on a per packet basis. 4. Special permission may be granted by the Library Director for loan of items not usually circulated. FINES/OVERDUES/LOSS OR DAMAGE OF MATERIALS The policies governing fines, overdues, loss or damage of materials are as follows 1. Current charges or fines will be displayed near the circulation desk. 2. Library cards will be replaced at cost. B. Fines will not be charged for days when the library is closed. 4. Ail materials will remain the property of the City of Denton regard- less of the amount of fines paid. 5. Charges for materials lost or damaged beyond repair will be the cur- rent price of the materials plus the cost of processing. 6. The Library Director shall be responsible for assessing the value or cost of such pamphlets, clippings, pictures, and other specially handled and loaned materials. 7. The library will take every measure to ensure the return of library materials. In certain instances, this may involve the city attor- ney's office. 25 Appendix A EMILY FOWLER PUBLIC LIBRARY DENTON, TEXAS I, , of the County of Denton, State of Texas, in consideration of my interest in education in the fields of literature and the liberal arts and sciences, and in further consi- deration of the efforts of the Library Board of the Emily Fowler Public Library and the City of Denton to administer, maintain, and equip the Emily Fowler Public Library as a facility for the advancement and support of educa- tion, do hereby give, grant, confirm, and convey unto the said Emily Fowler Public Library of the City of Denton, all and singular, the following pro- perty, to wit and I do hereby release, remise, and forever quitclaim unto the said Emily Fowler Public Library all of my right, title, and interest in and to said property. Dated this day of , 19 Signature Address 26 Appendix B REQUEST FOR RECONSIDERATION OF LIBRARY MATERIALS Title Book Periodical Other Author Publisher Request initiated by Address City State __ Zip Telephone Do you represent Yourself An organization (name) Other group (name) 1. To what in the work do you object? Please be specific Cite pages. 2. Did you read the entire work? What parts? 3. What do you feel might be the result of reading this work? 4. For what age group would you recommend this work? 5. What do you believe is the theme of this work? 6 Are you aware of Judgments of this work by literary critics? 27 7. What would you like your library to do about this work? . Do not lend it to my child. Return it to the staff selection committee/department for reevaluation. Other. Explain: 8. In its place, what work would you recommend that would convey as valuable a picture and perspective of the subject treated? Signature Date 28 ,' Ne> t o ocument 929L RESOLUTION WHEREAS, it is necessary for the Counczl of the Czty of Denton to authorize the submission of an application to the Texas Rental Rehabilitation Program Fund for a federal funds, and WHEREAS, the City of Denton is eligzble to receive such funds and desires to apply for federal funds administered by the Texas Rental Rehabilitation Program Fund, and WHEREAS, the City of Denton, as an entitlement City, has prepared a program for utilizing its share of the fund for rehabilitation of privately owned rental property to be used ~rzmarily for residential rental purposes in the amount of 105,000, and WHEREAS, the City of Denton desires these funds to support the rehabilitation of privately owned rental property, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS. SECTION I. That the City Council of the City of Denton, Texas authorizes the City Manager to sign and submit to the Texas Rental Rehabilitation Program Fund a grant application and appropriate assurances for entitlement funds under the Housing and Community Development Act of 1974, as amended. SECTION II. That the City Council of the City of Denton, Texas authorizes the City Manager to handle all fiscal and administrative matters related to the application and the assurances required therefore. SECTION III. That the City Secretary is hereby authorized to forward a certified copy of this Resolution to the Department of Housing and Urban Development. PASSED AND APPROVED this the /~day of ~C~KRD'DJ/STEWART, MAYOR V CITY'OF DENTON, TEXAS ATTEST: CHARLOTTE ~LLEN, CITY SECRETARY~-~ CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS Request for an ~looation of 198# Cat.forward ISS~;.R~S ~: North Texas Higher Education Authority~ Inc. ~DRF~; 201 East Ab~am~ Suits ~750~ Arlington! Texas 76010 T~AYg~ I~T~I~TION N~R~ 23-7133739 ~T~ ~NER, OPE~TOR OR ~AOER OF PBOJECT T~AYER ~TIFI~TION NU~ER: (a) 4~TION (s~ree~ a~ress~ ol~2, count2 an~ zip c~e): OENER.~ DESCRIPTION OF PROJECT.' AMOUNT REQUESTED TO BE CARRIED FORWARD FOR THE PROJECT: (b) This request and eleotlon is being made for the purpose of issuing student loan bends in the amount of $ 25,000,000 . Has, a previous allocation request and reservation date been granted for the,same purpose? [ ] Yes [ x ] No If yes, please state the~date or dates allo~atlo~ requests have been granted. In the case of a project which has received a Reservation Date, a request for allocation of ~arryforward will be considered to have been filed with the Co~aisston on the date and at the time the Commission receives written notification that the Issuer will not issue the borda for' which the Reservation Date was received within 1984 and a copy of the i completed tom .Carryforward Election under Section 103(n)" and the Exhibits. Jif the Request and the notification are filed separately, the Request will be considered filed on the date the later document is received. Deal;hate the priorlt7 cate;or7 in which the project quall~lea to be placed: October 19, 1983 priority projeeta per see. 631(a)(3) of P.L. 98-369 (with the substantial uaer agreeing to notify the lsauing autbortW that it watvea its righta under said provtaton in exchange for approval of R oo~parable total in 1984 oarryfo~a~d). P~ojeota ~or which (A) ~here was an lndueemnt p~o~ to De~em~ 28, 198~ but no~ ea~ller ~an ~une 19~ 198~, and (B) oon=t~tton ~gan prto~ ~o Deeember 28, 198~ o~ (C) ~e =ubs~ttal user wa= unde~ a binding oonC~eet by such t~ to lnouP significant ex~nditures with rester to su~ ~ro]~t. (For the pu~oses of this pr~orit~ ~te&ory, the te~ "s~n~f~cant e~end~tures, means e~e~itures which ~ual to e~cee~ the lesser of (]) $].000.000 or (2) ~0 9e~ent of the est~t~ cost of the facilities.) ~ro~ects for which (A) there was an ~n~uce~nt ~esolut~o~ 9r~cr to ~cember ~8, ~98~ an~ (B) ~ere ~s ~er~p b~ a ~over~nt~ u~t (~er seet~on ~03(n) of the C~e as a~ed PPo~eot~ ~oP which there wa~ an lnduoemnt resolution prior to De~em~ 2~, 198~ and student loan bond~, ~e under~igned, the dul~ coting ~ayor Of ~ e~v ~ O.n~on __, a political subdivision of ~e State 0f Texas, hereb~ cert~fies ~at he or ~e has read Ex~ut~ve ~rder ~-~A, and Is f~l~ar w~th the provisions t~ereof, and that the ~nfo~t~on provided above ~s t~e and co,feet. ~at under ~nalt~ of pe~ no bribe, s~ft, ~a~t~, or d~r~t or ~nd~r~t contribution of any pol~t~c~ campaisn was offered or made in considerat~on of request. In addition, the undersi~ned hereby certifies that the f~n~ of this request repre~nts ~e elect~on of the ,Ci~ of Denton, Texas the sover~ntal ~n~t on whose ~h~f ~e above-n~ Issuer ~ssues Private act~vit~ bon~s, to assign ~ts allocable port,on of the state vol~e for ~r~vate act~v~t~ bonds t~~ RESOLUTION IN APPRECIATION OF "C. J. TAYLOR, JR." WHEREAS, C. J. Taylor, Jr. was the City Attorney of the City of Denton from November 12, 1979 until his untimely demise July 13, 1984, and WHEREAS, C. J. Taylor, Jr. served on active duty in the United States Naval Reserve from July 24, 1942 to December 5, 1945, as a radioman aboard the USS Arkansas and the USS Capps, and WHEREAS, C. J. Taylor, Jr., earned his Doctor of Jurisprudence Degree from the University of Missouri at Kansas City in 1952 and was admitted to practice before the Supreme Court of Texas, the Supreme Court of the United States, U. S. Court of Appeals, Fifth Circuit, U. S. District Courts for the Northern, Southern, Eastern and Western Districts of Texas; and WHEREAS, C. J. Taylor, Jr. enjoyed a distinguished reputation in the field of governmental law, having served as Assistant Attorney General for the State of Texas, Assistant City Attorney for the cities of Corpus Christi and Austin, City Attorney for the cities of Irving and Amarillo, President of the Texas City Attorneys Association in 1970, having authored the respected and widely-used publication Law and Procedures for Cities, Towns and Villages in Texas and having lectured at numerous seminars throughout the State of Texas on various aspects of the law, and WHEREAS, C.J. Taylor, Jr. was a member of the State Bar of Texas, Texas City Attorneys Association, Denton County Bar Association, North Texas Bar Association, and Phi Alpha Delta Law Fraternity, and WHEREAS, C. J. Taylor, Jr. served his community above and beyond the mere efficient discharge of his duties in promoting the welfare and prosperity of the citizens of Denton, and earned the full respect and admiration of his colleagues and associates, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS: That the sincere and warm appreciation of C. J. Taylor, Jr. felt by the citizens and officers of the City of Denton, Texas, causes this Resolution to be formally transcribed into the official minutes of the City of Denton, Texas, dedicated to the rememberance of the "Honorable C. J. Taylor, Jr." PASSED AND APPROVED this the 18th day of December, 1984. ATTEST: CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM 00$~. MO~I8~, ACTING CITY ATTORNEY 0r DENTON, TEX S RESOLUTION A RESOLUTION by the City Council of the City of Denton, Texas, relating to allocation of the right to issue private activity bonds, assigning to the North Texas Higher Education Authority, Inc. a portion of the allocation made or to be made to the City of Denton. WHEREAS, by Executive Order MW-27A, interim procedures have been established for the 1984 allocation of the state ceiling of certain private activity bonds, and WHEREAS, the North Texas Higher Education Authority, Inc. proposes to issue student loan bonds in principal amount not to exceed $50,000,000 and it is now apporopriate for this governing unit to assign a portion of the allocation of 1984 to the said Authority, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS: SECTION I. The City of Denton hereby elects to carry forward an allocation of 1984 for student loan revenue bonds to be issued on its behalf after December 31, 1984 and assigns to the North Texas Higher Education Authority, Inc. a portion of its 1984 allocation. This carryforward election is being made pursuant to Section 103(n) of the Internal Revenue Code of 1954, as emended. The amount of allocation to be included in this carryforward election is for the purpose of issuing student loan bonds in the total principal amount of $50,000,000 (which includes the amount being requested by the City of Arlington, Texas), it being understood that such bonds are to he issued for and on behalf of the Cities of Denton and Arlington, Texas. SECTION II. This resolution shall he in force and effect from and after its passage and approval. ATTEST CHAR~0TTE'ALL~N~, City ~ecretaiy City of Denton, Texas APPROVED AS TO LEGAL FORM. RESOLUTION WHEREAS, the regular Council meeting of the City of Denton scheduled January 1, 1985 is an official holiday, therefore, it is necessary that the Council meeting for such date be postponed until January 8, 1985, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I. That the regular Council meeting to be held on January 1, 1985 be postponed until January 8, 1985. PASSED AND APPROVED this the 18th day of December, 1984. ATTEST' CHARLOTTE ALLEN, CITY SECRETARY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM. JOE D. MORRIS, ACTING CITY ATTORNEY CITY OF DENTON, TEXAS CERTIFICATE FOR RESOLUTION APPROVING AN AGREEMENT BY CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY TO ISSUE A BOND FOR DALLAS DRIVE DEVELOPMENT GROUP AND A GUARANTEE AGREEMENT WITH G. E. ADAMI, JOHN S. ADAMI, TED L. COE AND JAMES SHANE AND THE BOND RESOLUTION PROVIDING FOR THE ISSUANCE OF SUCH BOND THE STATE OF TEXAS CITY OF DENTON : We, the undersigned officers of the City Council of said City of Denton, hereby certify as follows: 1. The City Council of the C~ty of Denton convened ~n REGULAR MEETING ON THE 4TH DAY OF DECEMBER, 1984 , at the designated meeting place, and the roll was called of the duly constituted officers and members of sa~d City of Denton, to-w~t: Richard O. Stewart, Mayor Mark Chew L~nnle McAdams Charles Hopkins Dr. A. Ray Stephens Jim Rlddlesperger Joe Alford Charlotte Allen, City Secretary and all of said persons were present, except the following absentees: ,,4,'o~c~ , thus constituting a quorum. Whereupon, among other bus~- mess, the following was transacted at sa~d Meeting a written RESOLUTION APPROVING AN AGREEMENT BY CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY TO ISSUE A BOND FOR DALLAS DRIVE DEVELOPMENT GROUP AND A GUARANTEE AGREEMENT WITH G. E. ADAMI, JOHN S. ADAMI, TED L. COE AND JAMES SHANE AND THE BOND RESOLUTION PROVIDING FOR THE ISSUANCE OF SUCH BOND was duly lntroduced for the conslderat~on of said City Council and read in full. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, sa~d motion, carrying w~th ~t the adoption of said Resolutlon, prevailed and carried by the following vote: AYES:Ail members of said City Council shown present above voted "Aye", except: NOES: --- ABSTENTIONS: ~ 2. That a true, full, and correct copy of the afore- said Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly record- ed in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full, and correct excerpt from said City Council's minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named an the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said City Council as indicated therein; and that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adopt~on at said Meeting, and each of said offlcers and members consented, in advance, to the holding of said Meeting for such purpose; and that said Meeting was open to %he public, and public notice of the time, place, and purpose of said Meeting was given, all as required by Vernon's Ann. Civ. Stat. Article 6252-17. SIGNED AND SEALED the 4th day of December, 1984. City'~edr6t~ry .... ~a~r 7 --~'-~ ~ (SEAL) RESOLUTION APPROVING AN AGREEMENT BY CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY TO ISSUE A BOND FOR DALLAS DRIVE DEVELOPMENT GROUP AND A GUARANTEE AGREEMENT WITH G. E. ADAMI, JOHN S. ADAMI, TED L. COE AND JAMES SHANE AND THE BOND RESOLUTION PROVIDING FOR THE ISSUANCE OF SUCH BOND WHEREAS, City of Denton Industrial Development Authority was created under the auspices of the City of Denton, Texas; and WHEREAS, the City Council of the City of Denton (the "City"} has, by written resolution declared that certain areas of the City be designated as blighted areas (the "Blighted Area") pursuant to the Development Corporation Act of 1979, as amended, Article 5190.6, V.A.T.C.S., and the rules promulgated thereunder (the "Act"); and WHEREAS, Dallas Drive Development Group, a general partnership, desires to finance, pursuant to the Act, the construction of a facility containing approximately 30,000 square feet (which will be leased to third parties and will be used as a mixed-use building for office, retail and warehouse purposes) located at 1325 Dallas Drive in Denton, Texas (the "Project"); and WHEREAS, the Project is located within or adjacent to the Blighted Area; and WHEREAS, the general public had an opportunity to make comments on the Pro~ect prior to the adoption of this Resolution; and WHEREAS, it is deemed necessary and advisable that this Resolution be adopted. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON THAT: Section 1. The "Loan Agreement between City of Depton Industrial Development Authority and Dallas D~lve Development Group", in substantially the form and substance as attached to this Resolution and made a part hereof for all purposes, is hereby approved, and the Bond in the principal amount of $1,000,000, may be issued pursuant thereto for the purpose of paying the cost of acquiring and constructing or causing to be acquired and constructed the Project as defined and described therein. Section 2. The "Resolution Authorizing the Issuance of City of Denton Industrial Development Authority Bond, Series 1984 and the Execution of a Trust Indenture (Dallas Dr~ve Development Group Project)", an substantially the form and substance attached to this Resolution and made a part hereof for all purposes, is hereby specifically approved, and the Bond may be issued as provided for therein. Section 3. The "Guarantee Agreement between City of Denton Industrial Development Authority and G. E. Adaml, John $. Adaml, Ted L. Coe and James Shane" in substantially the form and substance attached to this Resolution and made a part hereof for all purposes, is hereby approved. Section 4. The City hereby approves the issuance of the aforesaid Bond in the aggregate principal amount of $1,000,000 for Dallas Drive Development Group, and further approves the Project as described in the aforesaid Loan Agreement, and such approvals shall be solely for the purposes of Section 103(k) of the Internal Revenue Code of 1954, as amended, and the City shall have no liabilities for the payment of the Bond nor shall any of its assets be pledged to the payment of the Bond. Section 5. The City hereby agrees to assign the allocation granted for the aforementioned bond issue to the City pursuant to the provisions of Executive Order M.W.27, as amended, dated August 24, 1984, to the City of Denton Industrial Development Authority in order to comply with certain requirements of Section 103 of the Internal Revenue Code. LOAN AGREEMENT BETWEEN CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY DALLAS DRIVE DEVELOPMENT GROUP The C~ty of Denton Industrial Development Authority has granted a security interest ~n and assigned to First State Bank of Denton, as Trustee under the Trust Indenture dated as of the date hereof, all of its ~nterests ~n all "Installment Loan Payments" due pursuant to and under thls Loan Agreement (and in the "Loan Payment Guarantee" under the "Guarantee Agreement" attached hereto and made a part hereof for all purposes) to secure its Revenue Bonds, Ser~es 1984 (Dallas Dr~ve Development Group Pro3ect) DEBTOR Dallas Dr~ve Development Group 926 Anna Denton, Texas 76201 SECURED PARTY C~ty of Denton Industrial Development Authority Clty of Denton Municipal Building, 215 East McK~nney Denton, Texas 76201 ASSIGNEE F~rst State Bank of Denton 101 South Locust Denton, Texas 76201 TKS 12/03/84 F~nal TABLE OF CONTENTS (The Table of Contents is not a part of the Loan Agree- ment but is for convenience of reference only.) PAGE Parties 1 ARTICLE I DEFINITIONS; GENERAL RECITALS, FINDINGS, AND REPRESENTATIONS Section 1.01. Definitions 1 Section 1.02. General Recitals, FIndings, and Representations 4 ARTICLE II THE PROJECT Section 2.01. Approvals and Permits 6 Section 2.02 Acquisition and Construction 6 ARTICLE III FINANCING THE PROJECT; TITLE AND OPERATION Section 3.01. The Loan 8 Sectlon 3.02. Security for the Loan 8 Section 3.03. Repayment of Loan 8 Section 3.04. T~tle 9 Section 3.05. Operation 10 Section 3 06. Indemnities 10 Section 3.07 Issuer's Limited Liability 11 ARTICLE IV THE BONDS Section 4.01. Issuance of Bonds 12 Section 4.02. Refunding of Bonds 13 PAGE Section 4.03. Redemption of Bonds 13 Section 4.04. Installment Loan Payments 13 Section 4.05. No Arbitrage 14 Section 4.06. Tax-Exempt Status of Interest on the Bonds and Mandatory Redemption 14 Section 4.07. Payments to Issuer 17 ARTICLE V COVENANTS AND REMEDIES Section 5.01. Covenant 18 Section 5.02. Trustee and Remedies 18 Section 5.03. General Provisions 18 Section 5.04. Amendment of Agreement 19 ARTICLE VI SPECIAL COVENANTS Section 6.01. Partnership Existence 21 Section 6 02. Assignment 21 Section 6.03. Financial Reports 21 Sectlon 6.04. Term of Agreement 22 Section 6.05. Termination 22 Section 6.06 Notices 22 Section 6.07. Severab~llty 23 Execution by the Issuer 24 Execution by the User 24 Exhibit A A-1 LOAN AGREEMENT Thls Loan Agreement dated as of December 1, 1984, between City of Denton Industrmal Development Authority and Dallas Dr~ve Development Group WITNESSETH ARTICLE I DEFINITIONS, GENERAL RECITALS, FINDINGS, AND REPRESENTATIONS Section 1 01 DEFINITIONS In addition to all other words and terms defined here~n, and unless a d~fferent meaning or ~ntent clearly appears from the context, the following words and terms shall have the following meanings, respectively, whenever they are used herein Act - The Development Corporation Act of 1979, as amended (Article 5190 6, V A T C S ) Agreement This Loan Agreement, together with Exhibit A attached to this Loan Agreement, and all amendments and supplements to this Loan Agreement Approving Officer - Any general partner of the User Article - Any subdivision of this Agreement designated with a roman numeral Board or Board of Directors - The lawfully qualified board of directors of the Issuer Bondholder - The owner of any Bond as shown on the Bond Registration Books kept by the Trustee Bond Counsel - An attorney or firm of attorneys experi- enced in matters relating to municipal bond law and the tax exemption of ~nterest on bonds of states and their political subdivisions, selected by the Issuer and satisfactory to the Trustee and the User Bond Resolution - The Initial Bond Resolution and each resolution of the Board of D~rectors authorizing the issuance of Bonds (including the Trust Indenture prescribed and authorized to be executed in the Initial Bond Resolu- tion) together w~th any supplemental resolutions or amend- ments to such resolutions or such Trust Indenture Bonds Any and all revenue bonds of the Issuer issued and delivered to finance and pay for all or any part of the Cost of the Pro3ect pursuant to the Act and th~s Agreement, including initial series or issues of revenue bonds and revenue bonds Issued to f~nance and pay for all or any part of the Cost of completing the Pro3ect, and any revenue bonds issued for the purpose of refundang or replacing any Bonds Code - The Internal Revenue Code of 1954, as amended Commissaon - The Texas Economac Development Commission, and ars successors and assagns Construction Fund The segregated account or accounts into which certain proceeds from the sale and delivery of each series of Bonds wall be deposited as provaded in each Bond Resolutaon (excepting any Bond Resolution authorizing revenue bonds to refund any Bonds) Cost - With respect to the Pro3ect, the cost of acqulsatlon, constructaon, reconstruction, improvement, and expansion of the Pro3ect as provaded an the Act, including, without limitation, the cost of the acqulsat~on of all land, rights-of-way, property r~ghts, easements, and interests, the cost of all machanery and equipment, fananclng charges, lnterest during construction, necessary reserve funds, cost of estimates and of englneerang and legal services, plans, speclfacatlons, surveys, estamates of cost and of revenue, other expenses necessary or incident to determining the feasibility and practacaballty of acqulrlng, constructang, reconstructang, lmprovang, and expandang any such Pro3ect, admanlstratlve expense, and such other expense as may be necessary or ~ncadent to the acquisition, construction, reconstruction, improvement, and expansaon thereof, the placing of the same in operataon, and the financing of the Pro3ect Debt Servace Fund - The segregated account or accounts an which Installment Loan Payments wall be deposated as pro- v~ded in each Bond Resolution Deed of Trust - The Deed of Trust and Security Agreement, dated as of December 1, 1984, from the User to the trustee named therein Governmental Unit - The Caty of Denton, a polatacal subdlvasaon of the State of Texas Guarantee - The Guarantee Agreement dated as -of December 1, 1984, between the Issuer and the Guarantor Guarantor - G E Adam1, John S Adama, Ted L Coe and James Shane, lndavaduals domacaled an the State of Texas, and their permitted successors and assigns 2 Inducement Date - December 4, 1984 Initmal Bond Resolution The Bond Resolutmon adopted by the Board of D~rectors, authorlzmng the issuance and delivery of Cmty of Denton Industrmal Development Authormty Revenue Bond, Sermes 1984 (Dallas Drmve Development Group Pro3ect) mn the aggregate prmncmpal amount of $1,000,000 Issuer Cmty of Denton Industrmal Development Authority Installment Loan Payments - Payments required to be made by the User to amortize each series or issue of Bonds, as provided for mn the applicable Bond Resolution, lncludmng the principal of, redemptmon premmum, ~f any, and interest on such Bonds when due (whether at stated maturmty, upon redemption prior to stated maturity, or upon acceleratmon of stated maturity), any agreed liquidated damages owed by the User to the Bondholders, and all fees and expenses of the Trustee, Regmstrar, and any Paying Agent for such Bonds, together with any other payments requmred by such Bond Resolutmon or the Trust Indenture, other than the fees and expenses of the Issuer Loan - The loan of the proceeds of the sale of the Bonds as descrmbed mn Sectmon 3 01 Paymng Agent The Trustee and any other paying agent for an lssue or series of Bonds named mn the Bond Resolution authormzmng such Bonds Pro3ect The land, bumldmngs, equmpment, facmlltmes, and mmprovements descrmbed in Exhmblt A to thms Agreement Project Locatlon - The Cmty of Denton, Texas Registrar - The registrar for the Bonds named mn the Bond Resolutmon Regulations - The regulations promulgated by the Unmted States Treasury Department pursuant to the Code Section - Any subdivision of thms Agreement designated by arabmc numerals Trust Indenture - The trust indenture, lncludmng all supplements and amendments thereto, prescribed in and executed and delmvered pursuant to the Inmtlal Bond Resolution Trustee - The corporate trustee named under the Trust Indenture, and its successors or assigns User Dallas Drive Development Group, a general partnership organized and existing under the laws of the State of Texas and fully qual~fled to transact bus~ness in the State of Texas, and its herein permitted successors and assigns References in the singular number in this Agreement shall be considered to ~nclude the plural, if and when appropriate Section 1 02 GENERAL RECITALS, FINDINGS, AND REPRESENTATIONS (a) The Issuer is a nonstock, nonprofit lndustrial development corporation organized and ex~stlng under the laws of the State of Texas, including particularly the Act (b) The Issuer ~s a duly constituted authority and public instrumentality of the Governmental Unit, a political subdivision of the State of Texas, within the meaning of the Regulations and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section 103 of the Code, and the Issuer ls functioning and acting solely on behalf of the Governmental Unit (c) The User is fully qualIfied to transact business in the State of Texas, and is fully authorized by law and 1ts partnership agreement to execute this Agreement (d) This Agreement is authorized and executed pursuant to applicable laws, including the Act (e) The User has requested the Issuer to finance the Cost of the Pro3ect (f) The Issuer has determined, in the public interest, that it will finance the Cost of the Pro3ect, and loan money to the User for such purpose in the manner provided in the Act and this Agreement (g) The governing body of the Governmental Unit has approved this Agreement by written resolutlon as required by the Act (h) The Issuer and the User have taken all action and have complied with all provisions of law with respect to the execution, delivery and performance of this Agreement and the due authorization of the consummation of the transactions contemplated hereby, and this Agreement has been duly executed and delivered by, and constitutes a valid and legally binding agreement of, the Issuer and the User, enforceable against the respective parties in accordance with its terms 4 (m) The executmon of thms Agreement and the perform- ance of the transactions contemplated hereby will not vlolate any law or regulatmon, or any Artmcles of Incorpora- tion, Charter, or Bylaws, or any 3udzcmal order, 3udgment, decree, or mn3unction, or contravene the provmszons of or constitute a default under any agreement, indenture, bond resolution, or other Instrument to whzch the Issuer or the User is a party (3) The User represents to the Board and the Commxsslon that (1) the Pro3ect will contrzbute to the economic growth or stablllty of the Governmental Unit by (aa) lncreasing or stabmlzzlng employment opportunltles mn the Governmental Unxt, (bb) significantly mncreaslng or stabxlmzzng the property tax base of the Governmental Unmt and (cc) promoting commerce wmthln the Governmental Unit and the State of Texas, (2) it has no present intention of uszng or movxng any portion of the Pro]ect outszde the State of Texas or dlsposmng of or abandonzng the Pro]ect, and (3) bt has no present mntentlon of directing the Project to a use other than the purposes represented to the Governmental Unzt and the Commzsslon (k) The User further represents to the Board and the Commission that (1) the Pro3ect is located within or adjacent to a designated blmghted area, (2) the City of Denton hms approved the Pro3ect and has found that the Pro3ect will (aa) contrxbute slgnlflcantly to the fulfillment of the redevelopment ob3ectzves of the city for the designated blighted area and (bb) ls in furtherance of the public purposes of the Act, and (3) mt wmll not, while the Bonds are outstandmng, direct the Pro3ect to a use not authorized wlthmn the eligible blighted area, as defined by the Act, and the rules promulgated by the Commission pursuant to the Act NOW THEREFORE, in conszderatmon of the covenants and agreements herein made, and subject to the conditions herezn set forth, the Issuer and the User contract and agree as follows 5 ARTICLE II THE PROJECT Section 2 O1 APPROVALS AND PERMITS The Issuer and the User agree to use their best efforts to obtain the necessary approval of this Agreement by the Commission as required by the Act, prior to the ~ssuance of the Bonds, and to obtain all other permits necessary with respect to the acquisition, construction, equipping, and furnlshlng of the Project Section 2 02 ACQUISITION AND CONSTRUCTION (a) The Pro3ect shall be acquired, constructed, equipped, and fur- nlshed with all reasonable dispatch, and the User will use lts best efforts to cause such acqulslt~on, construction, equipping, and furnishing to be completed as soon as practi- cable, delays incident to strikes, riots, acts of God, or the public enemy, or other causes beyond the reasonable control of the User only excepted, but if for any reason there should be delays in such acquisition, construction, equipping, and furnishing there shall be no diminution in or postponement of the Installment Loan Payments to be made by the User hereunder, and no resulting liability on the part of the Issuer (b) The User shall acquire, construct, equip, and furnish the Pro3ect or cause the Pro3ect to be acquired, constructed, equipped, and furnished and the Issuer shall have no responsibility or liability whatsoever with respect to the Pro]ect and the acquisition, construction, equipping, and furnishing thereof It is agreed and understood that the User has entered ~nto and executed and will enter ~nto and execute all agreements and contracts necessary to assure and accomplish the actual acqulslt~on, construction, equip- ping, and furnishing of the Pro3ect (and that the Issuer shall not execute any such agreements or contracts) and that the User will carry out, pay, supervise, and enforce all such agreements and contracts, and will provide for such insurance on and in connection with the acqu~sltlon, construction, equipping, and furnishing of the Project as it deems necessary or advisable or as is required by law and this Agreement The User shall pay, from proceeds from the sale and delivery of the Bonds loaned to ~t pursuant to this Agreement, and from any available ~ncome or earnings derived therefrom, and from other funds of the User to the extent necessary, the entire Cost of the Pro3ect The User shall promptly pay all taxes, including specifically all sales taxes and ad valorem taxes, in connection w~th the Pro3ect and the acquisition, construction, equipping, and furnishing thereof The Issuer shall loan certain proceeds from the sale of the Bonds to the User to be used by the User to pay 6 all or part of the Cost of the Project, in accordance wlth procedures to be established in any applicable Bond Resolu- tion, including provisions for re~mburslng the User for paying all or any part of such Cost under the aforesaid agreements and contracts for the acqu~s~tlon, construction, equipping, and furnishing of the Project prior to the User's receipt of the Loan as hereinafter provided It is specifi- cally provlded, however, that none of the proceeds from the sale of the Bonds will be used to reimburse the User for, or to pay (and the User hereby covenants and agrees not to request reimbursement of or payment for) any part of the Cost of the Pro3ect if such use or payment would result in a violation of any of the User's covenants contained in Section 4 06 Each Bond Resolution (excepting any Bond Resolution authorizing revenue bonds to refund any Bonds) shall contain appropriate provls~ons wlth respect to the Construction Fund, to be drawn on and administered as provided in such Bond Resolution ARTICLE III FINANCING THE PROJECT, TITLE ANDOPERATION Section 3 01 THE LOAN The Issuer shall make the Loan to the User by depositing into the Construction Fund (or such other fund as specifically provided in the Bond Resolution) the proceeds from the sale of Bonds in such amount as is provided in each Bond Resolution The amounts So deposited shall be advanced in the manner provided in the Bond Resolution, and the User shall repay the Loan by making the Installment Loan Payments as provided in this Agreement and the Bond Resolution Section 3 02 SECURITY FOR THE LOAN The obligations of the User under this Agreement shall be direct general obligations of the User As additional security for the payment of the Installment Loan Payments and as further consideration for the Loan made hereunder, there is attached to this Agreement, and made a part hereof, the Guarantee whereunder the Guarantor has guaranteed all of the User's obllgatlons hereunder Prlor to or s~multaneously with the issuance of the Bonds, the Issuer will assign to the Trustee under the terms of the Trust Indenture all of the Issuer's right, title, and ~nterest in and to the Install- ment Loan Payments and the Guarantor's guarantee thereof In addition, it is recognized and understood that the Deed of Trust has been glven by the User as additional security for the payment of Installment Loan Payments for the benefit of the owners of the Bonds Section 3 03 REPAYMENT OF LOAN (a) Notwithstanding any provision expressly or inferentially to the contrary contained herein, the User unconditionally agrees that it shall make Installment Loan Payments to the Trustee (pur- suant to the aforesaid assignment by the Issuer) in lawful money of the Un~ted States of America, and ~n such amounts and at such times as shall be necessary to enable the Trustee to make full and prompt payment of the principal of, redemption premium, if any, and interest on all Bonds when due (whether at stated maturity, upon redemption prior to stated maturity, or upon acceleration of stated maturity), any agreed liquidated damages owed by the User to the Bondholders, and all fees and expenses of the Trustee, the Reglstrar, and any Paying Agent for such Bonds, and of ~ 11 other amounts required to be paid by this Agreement, each Bond Resolution and the Trust Indenture Upon the issuance and dellvery of Bonds to the initial purchaser thereof, and the deposit of the proceeds derived therefrom into the accounts established in the Bond Resolution, the User shall have received, and the Issuer shall have given, full and complete consideration for the User's oblmgatlon hereunder to make Installment Loan Payments The oblmgatmons of the User to make the payments required by thms Agreement shall be absolute and unconditional (except as provided in Sections 6 01 and 6 02), and shall not be sub3ect to dlml- nutmon by set-off, recoupment, counterclamm, abatement, or otherwmse, and until such tmme as all Installment Loan Payments shall have been made or provmsmon therefor shall have been made mn accordance with each Bond Resolution and the Trust Indenture, the User (m) wmll not suspend or dmscontmnue, or permit the suspensmon or dmscontmnuance of, any payments provmded for mn thms Agreement, (lm) wmll perform and observe all of 1ts other agreements contained in thms Agreement, and (mlm) will not termmnate this Agreement for any cause lncludmng, without llmltmng the generality of the foregoing, failure of the Pro3ect to comply with the plans and specmfications therefor, any acts or circumstances that may constitute failure of conslderatmon, destruction of, or damage to the Pro3ect, frustratmon of commercmal purpose, any change mn the tax or other laws or admlnlstra- tmve rulings of or admlnlstratmve actions by the Unmted States of Amermca, or the State of Texas, or any polmt~cal subdlvmslon of emther, or any failure of the Issuer to perform and observe any agreement, whether expressed or implied, or any duty, llabml~ty, or obllgatmon arising out of or mn connection wmth this Agreement Nothmng contained in thms Section shall be construed to release the Issuer from the performance of any of the agreements on its part contamned heremn, and mn the event the Issuer shall fall to perform any such agreement on zts part, the User may lnstmtute such action agamnst the Issuer as the User may deem necessary to compel performance, provided that no such action shall vmolate the agreements on the part of the User contained in thms Section or postpone or dzmlnmsh the amounts requmred to be paid by the User pursuant to thzs Agreement (b) Notwmthstandmng the foregoing, it ms the intention of the parties hereto to conform strictly to the applmcable usury laws of the State of Texas and the Unmted States of America, and any provlsmon for any payment contamned herezn and mn such Bonds shall be held to be subject to reduction to the amount allowed under said usury laws as now or hereafter construed by the courts having 3urlsdlctmon This provision shall be held to operate to deny the owners of the Bonds the rmght, mn any event, to collect usury Section 3 04 TITLE The Issuer shall have no rzght, tltle, or interest in and to the Pro]ect Except for making the Loan to the User from the source and mn the manner provided mn this Agreement, the Issuer shall not be respon- smble or liable mn any manner for any clazms, losses, 9 damages, penalties, costs, taxes, or fines with respect to the acquisition, construction, eqn/lpplng, furnishing, lnstallatlon, operation, maintenance, or ownership of the Pro3ect Section 3 05 OPERATION The User represents and covenants that ~t will operate and malntaln the Project, or cause the Pro]ect to be operated and maintained, and pay, or cause to be paid, all costs and expenses of opera- tlon and maintenance of the Pro3ect, including all applic- able taxes, and that it will keep, or cause to be kept, force adequate insurance, including self-insurance, on the Pro3ect as is customarily carried by persons engaged in the same business and operating facilities l~ke the Pro3ect It 1s understood and agreed that the Issuer shall have no duties or responsibilities whatsoever with respect to the operation or maintenance of the Pro3ect, or the performance of the Pro]ect for 1ts designed purposes Section 3 06 INDEMNITIES The User releases the Commission, 1ts directors, employees and agents, the Issuer, its officers, directors, employees, agents, and attorneys and the Governmental Un~t, ~ts offlcers, agents, attorneys, employees and the members of 1ts governing body (collec- tively the "Indemnified Parties") from, and the Indemnified Part~es shall not be liable for, and the User agrees and shall protect, indemnify, defend, and hold the Indemnified Parties harmless from any and all liability, cost, expense, damage or loss of whatever nature (~nclud~ng, but not limited to, attorneys' fees, lltlgatlon and court costs, amounts paid in settlement, and amounts paid to d~scharge 3udgments) directly or indirectly resulting from, arising out of, in connection with, or related to (~) the issuance, offering, sale, delivery or payment of the Bonds, the Bond Resolution, the Trust Indenture, and th~s Agreement and the obligations ~mposed on the Issuer hereby and thereby, or the design, construction, installation, operation, use, occupancy, maintenance, or ownership of the Pro]ect, (11) any written statements or representations made or given by the User or any of 1ts officers or employees, to the Indemnified Part~es, the Trustee, or any underwriters or purchasers of any of the Bonds, w~th respect to the Issuer, ~he User, the Pro3ect, or the Bonds, including, but not limited to, statements or representations of facts, financial information, or corporate affairs, (~1) damage to property or any ln]ury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Pro3ect, and (iv) any loss or damage incurred by the Issuer as a result of violation by the User of the provisions of Sectlons 4 05 or 4 06 The provls~ons of the preceding sentence shall remain and be in full force and effect even if any such llabzllty, cost, expense, damage or loss or 10 claim therefor by any person, directly or indirectly results from, arises out of, or relates to or is asserted to have resulted from, arisen out of, or related to, in whole or in part, one or more negligent acts or omissions of the Commission, the Issuer or the Governmental Unit or its officers, directors, employees, agents, servants, or any other party acting for or on behalf of the Commission, the Issuer or the Governmental Unit in connection with the matters set forth in clauses (1) through (iv) of said sentence Section 3 07 ISSUER'S LIMITED LIABILITY It is recognized that the Issuer's only source of funds with which to carry out its commitments with respect to the Pro3ect and this Agreement will be from the proceeds from the sale of the Bonds, and it is expressly agreed that the Issuer shall have no liability, obligation, or responsibility with respect to this Agreement or the Pro3ect except to the extent of funds available from such Bond proceeds If, for any reason, the proceeds from the sale of the Bonds are not sufficient to pay all the Cost of the Pro3ect, the User shall complete the Pro3ect and pay all such Cost from 1ts own funds, but it shall not be entitled to reimbursement therefor unless additional Bonds are issued for such purpose, or to any diminution in or postponement of any payments required to be made by the User hereunder 11 ARTICLE IV THE BONDS Section 4 01 ISSUANCE OF BONDS (a) In considera- tion of the covenants and agreements set forth in this Agreement, and to enable the Issuer to issue the Bonds to carry out the intents and purposes hereof, this Agreement is executed to assure the Issuance of such Bonds, and to provide for the due and punctual payment by the User to the Trustee of the Installment Loan Payments The User shall make the Installment Loan Payments, for the benefit of each series or issue of Bonds, to the Trustee for deposit into the Debt Service Fund as provided in each Bond Resolution (b) Simultaneously with the authorization of this Agreement by the Board of Directors, such Board has adopted the Initial Bond Resolution The User hereby approves the Initial Bond Resolution, ~ncludlng the Trust Indenture authorized therein Each Bond Resolution authorizing addi- tional Bonds shall be sub3ect to the written approval of the Approving Officer and the provisions of any such Bond Resolution shall not be binding or effective upon the User u~less and until such approval is given It is hereby agreed that the foregoing approval of the Initial Bond Resolution and the Trust Indenture, and any approval of any Bond Resolution authorizing the issuance of additional Bonds constitutes the acknowledgment and agreement of the User that such Bonds, when issued and delivered as provided in such Bond Resolution, will be Issued in accordance with and in compliance with this Agreement, notwithstanding any other provisions of this Agreement or any other contract or agreement to the contrary Any Bondholder is entitled to r~ly fully and unconditionally on any approvals Notwith- standing any provisions of this Agreement or any other contract or agreement to the contrary, the User's approval of any Bond Resolution (including the Trust Indenture authorized by the Initial Bond Resolution), shall be the User's agreement that all covenants and provisions in such Bond Resolution and the Trust Indenture affecting the User shall, upon the delivery of such Bonds and the Trust Imdenture, become unconditional, valid, and binding covenants and obligations of the User so long as said Bonds and the interest thereon are outstanding and unpaid Parti- cularly, the obligation of the User to make, promptly when due, all Installment Loan Payments specified in each Bond Resolution and the Trust Indenture shall be absolute and unconditional, and sa~d obligation may be enforced as provided in each Bond Resolution and the Trust Indenture, regardless of any other provisions of this Agreement or any other contract or agreement to the contrary Upon the request of the User, and only upon 1ts request, the Issuer 12 may, when, in the opinion of the Issuer, it becomes necessary or advlsable, authorize and use 1ts best efforts to sell and del~ver additional Bonds, ~n one or more ser~es or issues, ~n aggregate pr~nclpal amounts sufficient to pay the Cost of the Pro3ect Section 4 02 REFUNDING OF BONDS After the issuance of any Bonds, the Issuer shall not refund any of the Bonds or change or modify the Bonds in any way, except as provlded for in the Bond Resolution, without the prior written approval of the Approvlng Officer, nor shall the Issuer redeem any Bonds prior to their scheduled maturities, or change or modlfy any Bond Resolution, without the prior written approval of the Approving Offlcer, unless such redemption ls required by a Bond Resolution Section 4 03 REDEMPTION OF BONDS Provision shall be made ~n each Bond Resolution for the redemption of Bonds prior to maturity, under such terms and cond~tlons as shall be set forth therein The redemption of any outstanding Bonds prlor to maturity at any t~me shall not relieve the User of its uncond~tlonal obligation to pay each remaining Installment Loan Payment as speclfled in any Bond Resolution or the Trust Indenture The User also shall comply w~th and be bound by all provls~ons of this Agreement and of each Bond Resolution and the Trust Indenture w~th respect to the mandatory and optional redemption of Bonds Section 4 04 INSTALLMENT LOAN PAYMENTS (a) Payment of all Installment Loan Payments shall be made and deposited as required by each Bond Resolution and the Trust Indenture including all such payments which may come due because of the acceleration of the maturity or maturities of any Bonds upon default, or otherwise, under the provls~ons of the Trust Indenture If any avallable funds in excess of current requirements are held on deposit ~n the Debt Service Fund at the t~me payment of any Installment Loan Payment ~s due, such payment may be reduced by the amount of the funds so held on deposit The User shall have the right to prepay all or a portlon of any Installment Loan Payment at any time Any such prepayment by the User shall not relieve it of l~ability for each remaining Installment Loan Payment as provided ~n this Agreement and each Bond Resolution and the Trust Indenture (b) Recognizing that the Installment Loan Payments wlll be the Issuer's sole source for the payment and perfor- mance of 1ts obl~gatlons to the Trustee, any Paying Agent and the Bondholders under each Bond Resolution and the Trust Indenture, when any Bonds are delivered, the User shall be uncond~tlonally obligated to make and pay, or cause to be made and pa~d, each Installment Loan Payment regardless of 13 whether or not the User actually acquires or completes the Pro3ect, or whether or not the User actually approves, purchases, receives, accepts, or uses the Pro3ect, and such payments shall not be sub3ect to any abatement, set-off, recoupment, or counterclaim, and the Bondholders shall be entitled to rely on th~s agreement and representation, notwithstanding any provisions of this Agreement or any other contract or agreement to the contrary, and regardless of the validity of, or the performance of, the remainder of th~s Agreement or any other contract or agreement Section 4 05 NO ARBITRAGE The Issuer and the User hereby covenant with each other and w~th the Bondholders that they w~ll make no use of the d~rect or ~ndlrect proceeds of the Bonds at any tame which wall cause the Bonds %o be arbatrage bonds w~than the meaning of Sectaon 103(c) of the Code or the Regulataons pertaining thereto, and by this covenant the Issuer and the User are obllgated to comply wath the requirements of the aforesaad Sectaon 103(c) and the pertanent Regulations Section 4 06 TAX-EXEMPT STATUS OF INTEREST ON THE BONDS AND MANDATORY REDEMPTION (a) The User hereby covenants that (~) substantially all the proceeds (wath~n the meaning of Section 103(b)(6) of the Code) from the sale of the Bonds w~ll be used and expended for amounts paid or ancurred after the Inducement Date for the acquisition, construction, reconstruction, or improvement of land or property of a character sub3ect to the allowance for deprecaat~on under the Code, (La) less than 25% of the proceeds from the sale of the Bonds w~ll be used (directly or ~nd~rectly) for any acquisition of land whach as a Cost of the Pro3ect, (~a) at shall make rehabllatat~on expenditures (w~th~n the meaning of Section 103(b)(17) of the Code) of at least 15% of the portaon of the cost of acquiring any building which ~s a Cost of the Pro3ect, and (iv) except as otherwase set forth in a certaf~cate or statement furnashed to the Issuer and lts Bond Counsel prior to the ~ssuance of Bonds, the acqu~sat~on, construction, reconstruction, or improvement of the Pro3ect d~d not begin before the Inducement Date, nor was any work performed or amy costs paid or ancurred by the User or any other entity an connection with such acquasltaon, construction, reconstructaon, or amprovement before the Inducement Date (b) The User represents (1) that all of the proce(r s of the Bonds are to be used wlth respect to the Pro3ect, which will be located wholly within the Governmental Unit, (il) that, except for any person related to the User w~thln the meanang of Section 103(b)(6)(C) of the Code and except for any person or entlty which may use or lease 10~ (in area or value) of the Pro3ect, the User will be the only 14 principal user of the Pro3ect within the meaning of Section 103(b)(6) of the Code, and (ill) that, except for the Bonds, there will not be outstanding on the date of delivery of the Bonds any obligations of any state, territory, or possession of the United States, or any political subdivision of the foregoing or of the District of Columbia constituting "exempt small issues" within the meaning of Section 1 103-10 of the Regulations, the proceeds of which have been or are to be used primarily with respect to facilities located in the Pro3ect Location, or in any contiguous political Jurisdiction with respect to any contiguous or integrated facilities, and which are to be used principally by the User (including any person related to the User within the meaning of Section 103(b)(6)(C) of the Code) (c) The User further covenants that it has not taken sny action or permitted any action to be taken, and that it will not take any action or permit any action to be taken, which would result in a Taxable Event, as hereinafter defined, and that the User has not failed to take and will not fall to take any action required to prevent the occurrence of such Taxable Event (d) As used herein, a "Taxable Event" shall mean (1) the application of the proceeds of the Bonds in such manner that the Bonds become "arbitrage bonds" within the meaning of Section 103(c) of the Code, with the result that interest on the Bonds is or becomes includable in the gross income of any Bondholder, or (11) the application of the proceeds of the Bonds in such manner, or the occurrence or non-occurrence of any event, with the result that, under the Code and the Regulations, the interest on the Bonds is or becomes includable in the gross income of any Bondholder (other than a Bondholder who is a "substantial user" or a "related person" within the meaning of Section 103(b) of the Code), or (1~1) the violation by the User of a representation or covenant contained in this Agreement with the result that, under the Code and the Regulations, the interest on the Bonds is or becomes includable in the gross income of any Bondholder (other than a Bondholder who is a "substantial user" or a "related person" within the meaning of Section 103(b) of the Code) (e) A "Determination" shall be deemed to have occurred on the first to occur of the following 15 (1) on that date when the User shall be advised by the Commissioner or any District Director of Internal Revenue that, based upon filings of the User or the Issuer or upon any review or audit of the User, or upon any ground whatsoever, a Taxable Event shall have occurred, or (ii) on that date when the User shall receive not~oe from the Issuer, the Trustee, or any Bondholder that it or he has been advised (A) that the Internal Revenue Service has assessed as includable in the gross income of any Bondholder any interest on his Bonds due to the occurrence of a Taxable Event, or (B) by the Commissioner or any D~strlct D~rector of Internal Revenue that the interest on any of the Bonds is includable in the gross income of any Bondholder due to the occurrence of a Taxable Event (f) A "Final Determination of Taxability" shall be deemed to have occurred on the first to occur of the following (1) on that day when the User flies with the Trustee or the Internal Revenue Service any statement, supplemental statement or other tax schedule, return or document which discloses that a Taxable Event shall have occurred, provided, however, that if and so long as the User is contesting in good faith and by appro- priate proceedings, either directly or through a Bondholder, the existence of a Taxable Event, no such F~nal Determination of Taxability shall be deemed to have occurred, or (l~) the entry of any final unappealable order, decree or ruling of any court of the United States or of the Commissioner of Internal Revenue confirming a Determination, or the failure to prosecute an appeal from any order, decree or ruling of any such court or the Commlssloner and the explratlon of time for an appeal or review of such order, decree or ruling (g) Should a Final Determination of Taxability occur, there shall be a prompt mandatory redemption prior to maturity of the entire outstanding and unpaid principal and accrued interest of the Bonds, and the payment by the User to the Bondholders of approprlate and sufficient agreed liquidated damages (for loss of a bargain and not as a penalty) all as shall be provided for ~n, and in accordance with the provisions of, each Bond Resolution Such payment of liquidated damages shall be a direct obligation of the User to the Bondholders and shall be pa~d to the Trustee for the benefit of such Bondholders during the term of this 16 Agreement and thereafter shall be pa~d by the User d~rectly to such Bondholders, Section 4 07 PAYMENTS TO ISSUER From the proceeds of the sale and delivery of each ser~es or ~ssue of Bonds there shall be pa~d all of the Issuer's reasonable, actual Out-of-pocket expenses and costs of ~ssuance ~n connection w~th such serles of Bonds, ~nclud~ng, w~thout l~m~tat~on, all financing, legal, printing, and other expenses and costs of ~ssuance ~ncurred ~n ~ssu~ng the Bonds In addit~on, the Issuer shall receive out of such Bond proceeds an amount equal to the amount specified ~n each Bond Resolution to pay and reimburse the Issuer for ~ts admln~strat~ve and overhead expenses d~rectly attributable and chargeable to the issuance of the Bonds and the acquisition, construction, equipping, and furnishing of the Pro3ect Also the User agrees to pay d~rectly to the Issuer annually wh~le any of the Bonds ~s outstanding, upon receiving a b~ll or statement therefor, which shall be submitted by the Issuer promptly after the close of each f~scal year of the Issuer, an amount sufficient to pay and reimburse the Issuer for any of ~ts actual costs reasonably and necessarlly ~ncurred in connec- tion with the Bonds and the Pro3ect during the previous fiscal year 17 ARTICLE V COVENANT AND REMEDIES Section 5 O1 COVENANT The User unconditionally agrees and covenants with the Issuer and the Trustee that it will pay, or cause to be paid, when due, each Installment Loan Payment required and prescribed to be paid by it pursuant to each Bond Resolution The User further uncon- ditionally agrees and covenants to pay all reasonable expenses and charges, legal or otherwise (including court Costs and attorneys' fees), paid or incurred by the Issuer and the Trustee in realizing upon any of the said payments ko be made by the User or in enforcing the provisions of ~hls Agreement or any Bond Resolution or the Trust Inden- ture Section 5 02 TRUSTEE AND REMEDIES (a) The User is advised and recognizes that the Issuer will assign all of 1ts right, t~tle, and interest in and to all the Installment Loan Payments required to be made pursuant to this Agree- ment, and the right to receive and collect same, to the Trustee The Trustee, or the Bondholders to the extent provided ~n the Bond Resolution and the Trust Indenture, may enforce the obligations of the User under this Agreement, the Bond Resolution, and the Trust Indenture in the manner provided in the Trust Indenture, without the necessity of making the Issuer a party (b) In the event of a default in the payment of any Installment Loan Payment, or in the performance of any agreement or covenant contained herein or in any Bond, any Bond Resolution, or the Trust Indenture, such payment and performance may be enforced by mandamus or by the appoint- ment of a receiver in equity with power to charge and collect Installment Loan Payments and to apply such revenues in accordance with this Agreement, the Bonds, each Bond Resolution, and the Trust Indenture Section 5 03 GENERAL PROVISIONS (a) The terms of this Agreement may be enforced as to one or more breaches either separately or cumulatively (b) No remedy conferred upon or reserved to the ~ssuer, the Trustee, or the Bondholders in this Agreement is ~ntended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy now or hereafter existing at law or in equity or by statute No delay or omission to exercise any right or power accruing upon any default, omission, or failure of performance hereunder shall impair any such right or power or shall be 18 construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient In the event any provision contained in this Agreement should be breached by the User and there- after duly waived, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach of this Agreement No waiver by elther party of any breach by the other party of any of the pro- visions of this Agreement shall be construed as a waiver of any subsequent breach, whether of the same or of a different provision of this Agreement (c) Headings of the Articles and Sections of this Agreement have been inserted for convenience of reference only and in no way shall they affect the ~nterpretat~on of any of the provisions of this Agreement (d) This Agreement is made for the exclusive benefit of the Commission, the Issuer, the Trustee, the Bondholders, and the User, and their respective successors and assigns herein permitted, and not for any other third party or parties, and nothing in this Agreement, expressed or lmplled, is intended to confer upon any party or parties other than the Commission, the Issuer, the Trustee, the Bondholders, and the User, and their respective successors and assigns herein permitted, any rights or remedies under or by reason of this Agreement (e) The validity, interpretations, and performance of this Agreement shall be governed by the laws of the State of Texas Section 5 04 AMENDMENT OF AGREEMENT No amendment, change, add~tlon to, or waiver of any of the provisions of this Agreement shall be binding upon the parties hereto unless in writing signed by the Approving Officer and the President of the Board of Directors In addition to amend- ments for any other purpose, it is specifically understood that this Agreement may be amended, if deemed necessary or advisable by the User and the Issuer, to change the deflnltlon and scope of the term "Pro3ect", as used herein, so as to permit the acquisition, construction, eq~/lpplng, and furnishing of other or additional facilities, at the same or other locations, or Improvements related to the Project, pursuant to this Agreement and in accordance with applicable laws, with the same effect as if they had been described originally in Exhibit A hereto Notwithstanding any of the foregoing, it ~s covenanted and agreed, for the benefit of the Bondholders and the Trustee, that (without the concurrence of all of the Bondholders and the Trustee) the provisions of this Agreement shall not be amended, changed, added to, or waived in any way which would relieve or abrogate the obligations of the User to make or pay, or cause to be made, or paid, when due, all Installment Loan Payments with respect to any then outstanding Bonds in the manner and under the terms and conditions provided here~n and in any Bond Resolution or the Trust Indenture, or which would mater~ally change or affect Sections 4 04, 4 05, 4 06, 6 01, or 6 02 2O ARTICLE VI SPECIAL COVENANTS Section 6 01 PARTNERSHIP EXISTENCE The User agrees that during the term of this Agreement it will maintain existence as a Texas general partnership and will not dissolve or otherwise dispose of all or substantially all of 1ts assets, provided, that the User may, without violating the agreement contained in this Section, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting, or transferee entity (1) lS authorized to transact business in the State of Texas, (11) shall have, immediately after such transaction, a con- solldated net worth at least equal to the consolidated net worth of the User immediately prior to such transaction, with net worth being determined in accordance with generally accepted accounting prlnc~ples, and (l~l) shall have, concurrently with such transaction (unless the entity ~s the User), irrevocably and unconditionally assumed, in an Instrument delivered to the Issuer and the Trustee, the due and prompt performance of all of the obligations of the User under this Agreement If any sale or other transfer is made as provided in this Section, the provisions of this Section shall continue in full force and effect and no further sale or other transfer shall be made except in compllance with the provisions of this Section Section 6 02 ASSIGNMENT The User shall not assign 1ts interest in this Agreement or any of Its rights or obligations hereunder except as specifically provided in this Agreement The User may assign its interest in this Agreement to another party provided that the User shall remain and be primarily responsible and liable for all of ~ts obligation hereunder, including particularly the making of all payments required hereunder, when due The User may, however, assign its interest in this Agreement to another party in connection with the transfer of all or substan- tially all of Its assets as permitted in Section 6 01, and upon delivery of such instrument of assumption to the Issuer and the Trustee and compliance with all of the requirements of Section 6 01, the assignor or transferor shall have no further obligation, except for any obllgatlon for the payment of money theretofore accrued under this Agreement Section 6 03 FINANCIAL REPORTS The User shall have an annual audit made by its regular independent certified public accountants, and shall furnish the Trustee either a copy of such certified audit within 120 days after the end of the fiscal year for which such audit was made 21 Section 6 04 TERM OF AGREEMENT The term of this Agreement shall be from the date hereof until all payments required to be made by the User pursuant hereto shall have been made, provided, however, that the provisions of Sections 3 06, 4 05 and 4 06 shall survive the termination of this Agreement and shall continue an effect regardless of the termination of this Agreement Section 6 05 TERMINATION This Agreement may be terminated by mutual agreement at any tame prior to the delivery of and payment for any Bonds However, if any Bonds have been issued and delivered, the term of this Agreement shall be as set forth an Section 6 04, and th~s Agreement may not and shall not be sooner terminated by elther or both parties hereto Section 6 06 NOTICES Any notice, request, or other communication under this Agreement shall be given an writing and shall be deemed to have been g~ven by either party to the other party upon e~ther of the following dates (a) One business day after the date of the mailing thereof, as shown by the post office receipt, if mailed to the other party hereto by registered or certified mall at the applicable address as follows City of Denton Industrial Development Authority Attention President C~ty of Denton Municipal Bulldlng, 215 East McK~nney Denton, Texas 76201 Dallas Dr~ve Development Group Attention John S Adam~ 926 Anna Denton, Texas 76201, or the latest address specified by such other party in wrltl~g, or (b) The date of the receipt thereof by such other party if not so mailed by registered or certified mall Any notice, request, or other communlcat~on made or given under this Agreement shall be given to the Trustee by registered or certified mall at the applicable address as follows 22 First State Bank of Denton Attention Corporate Trust Department lO1 South Locust Denton, Texas 76201 or the latest address specified by sa~d Trustee in writing Section 6 07 SEVERABILITY If any clause, provls~on, or Section of this Agreement should be held ~llegal or invalid by any court of competent 3urlsd~ctlon, the invalidity of such clause, provls~on, or Sectlon shall not affect any of the rema~nlng clauses, provisions, or Sections hereof and thzs Agreement shall be construed and enforced as if such illegal or invalid clause, provision, or Section had not been contained here~n In case any agreement or obl~ga- tlon contained in th~s Agreement should be held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obl~gatlon of the Issuer and the User, as the case may be, to the full extent permitted by law 23 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed ~n multiple counterparts, each of which shall be considered an orlglnal for all purposes, as of the day and year f~rst set out above CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY By President, Board of Directors ATTEST Secretary, Board of D~rectors (SEAL) DALLAS DRIVE DEVELOPMENT GROUP By G E Adam~, General Partner By John S Adaml, General Partner By Ted L Coe, General Partner By James Shane, General Partner 24 Exhibit A Description of the Pro~ect The Pro3ect consists of the construction of a building (located at 1325 Dallas Drive in Denton, Texas) containing approximately 27,000 square feet which w~ll be leased to third parties and used as a mixed-use business center for office, retail and warehouse purposes A-1 GUARANTEE AGREEMENT BY AND AMONG CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY AND G.E. ADAMI, JOHN S. ADAMI, TED L. COE AND JAMES SHANE DEBTORS. G.E. Adaml 823 Rldgecrest Denton, Texas 76201 John S. Adam~ 926 Anna Denton, Texas 76201 Ted L. Coe 2002 Mlstywood Denton, Texas 76201 James Shane 1918 Mlstywood Denton, Texas 76201 SECURED PARTY: C~ty of Denton Industrial Development Authority City of Denton Municipal Building, 215 East McK~nney Denton, Texas 76201 ASSIGNEE. F~rst State Bank of Denton 101 South Locust Denton, Texas 76201 TKS:12/03/84 Final GUARANTEE AGREEMENT This Guarantee Agreement, by and among City of Denton Industrial Development Authority (the "Issuer") and G. E. Adaml, John S. Adaml, Ted L. Coe and James Shane (individually the "Guarantor" and collectively the "Guarantors"), dated as of December 1, 1984 (the "Guarantee Agreement"), which is attached to and made a part of the "Loan Agreement between City of Denton Industrmal Development Authority and Dallas Drive Development Group" (the "Loan Agreement"), which is hereby referred to and adopted for all purposes, and with the terms used in this Guarantee Agreement having the same meanings and definitions as set forth in the Loan Agreement, WI TN E S S E TH. (a) Dallas Drive Development Group (the "User") ms a Texas general partnership in which the Guarantee constitutes all of the general partners. (b) The Guarantors are individuals domiciled in the State of Texas and are fully authorized by law to execute and deliver this Guarantee Agreement. (c) It is necessary for the Guarantors to execute and deliver this Guarantee Agreement in order to induce the Issuer to execute the Loan Agreement and to provide additional and suffmclent security for the Bonds to be issued pursuant to the Loan Agreement so as to permit the sale of such Bonds and induce the purchasers thereof to purchase same; and the issuance of such Bonds will be of direct financial benefit to the Guarantors, and this Guarantee Agreement is executed and delivered mn consideration of the issuance and sale of the Bonds by the Issuer and the resulting financial benefit to the Guarantors. (d) The execution and delivery of this Guarantee Agreement and the performance of the transaction contemplated hereby will not violate any law or regulation, or any judicial order, judgment, decree, or ln]unctmon, or contravene the provisions of or constitute a default under any agreement, indenture, or other instrument to which any Guarantor is a party. NOW THEREFORE, the Guarantors and the Issuer contract and agree as follows: Section 1.01. GUARANTEE. The Guarantors hereby uncon- ditionally guarantee, without offset, recoupment, or counterclaam whatsoever, the full, complete, and prompt performance by the User of each and every representation, covenant, and agreement made by the User an the Loan Agreement, and wath respect to the Bond Resolution and the Trust Indenture referred to therein, and by this guarantee the Guarantors do covenant to and with the Issuer and assigns, ancludlng specifically, First State Bank of Denton, Denton, Texas, the Trustee under the Trust Indenture, and to and with all of the Bondholders, that to the extent the User should fall for any reason whatsoever the performance of any saad representataon, covenant, or agreement, ancludlng specifically, but wathout lamltatlon, the agreement to make the requared Installment Loan Payments, the Guarantors promptly wall perform same to the extent of such faalure. It is understood and agreed that the Issuer wall assign to the Trustee all of its interest and to this Guarantee Agreement with respect to the guarantee by the Guarantors of all the aforesaid Installment Loan Payments under the Loan Agreement, and such guarantee ~s hereby designated and shall be defined as the "Loan Payment Guarantee" for all purposes. The Trustee, or the Bondholders to the extent provided in the Bond Resolutlon and the Trust Indenture, may enforce the obllgatlons of the Guarantors under this Guarantee Agreement an the manner provaded in the Trust Indenture, wathout the necessity of making the Issuer a party. Section 1.02. FINANCIAL REPORTS. Each Guarantor shall upon request furnish the Trustee wath an up-to-date copy of his personal f~nancaal statement. Section 1.03. ASSIGNMENT. No Guarantor shall assagn his interest in thas Guarantee Agreement or any of obligations hereunder except as specifically provaded this Guarantee Agreement. A Guarantor may assign has interest in this Guarantee Agreement to another party provided that the Guarantor, under the terms of any such assagnment, shall remain and be primarily responsible and liable for all of has oblagatlons hereunder, ancludlng particularly the makang of all payments required hereunder, when due. Sectlon 1.04. GOVERNING LAW. The Guarantors agree that any suit, actaon, or other legal proceedlng arising under this Guarantee Agreement may be brought an the applacable court of record in the State of Texas or the courts of the United States of America located in Texas; consent to the jurisdiction of each such court in any such suit, action, or proceeding; and waive any ob]ectaon whach they may have to the laying of venue of any suit, action, or proceeding in any of such courts In this connection, the parties hereby agree that this Guarantee Agreement shall be 2 governed in all respects, including validity, lnterpretatlon, and effect, by, and shall be enforceable in accordance wlth the laws of the State of Texas. Section 1.05. AMENDMENT. Th~s Guarantee Agreement shall never be changed or amended in any way which would relieve the Guarantors of their obligations hereunder unless consented to an writing by the Trustee and the owners of all Bonds then outstanding. Section 1.06. TERM OF AGREEMENT. The term of this Guarantee Agreement shall be from the date hereof until all payments and indemnities required to be made by the Guarantors pursuant hereto shall have been made. Section 1.07. TERMINATION OF AGREEMENT. (a) This Guarantee Agreement may be terminated by either party, upon written notice to the other party, at any time prior to the adoption of a Bond Resolution by the Issuer, and may be terminated by mutual agreement at any time prior to the dellvery of and payment for any Bonds pursuant to the Loan Agreement. (b) Notwithstanding the foregoing or any other provi- sions of this Guarantee Agreement to the contrary, if any Bonds have been issued and delivered the term of this Guarantee Agreement shall be as set forth an Section 1.06, and this Guarantee Agreement may not and shall not be sooner terminated by either or both parties hereto. Section 1.08. NOTICES. Any notice, request, or other communication under this Guarantee Agreement shall be given in writing and shall be deemed to have been g~ven by e~ther party to the other party upon either of the following dates- (a) One business day after the date of the mailing thereof, as shown by the post office receipt, if ma~led to the other party hereto by registered or certified mall at the applicable address as follows. 3 City of Denton Industrial Development Authority City of Denton Municipal Building, 215 East McKinney Denton, Texas 76201, G. E. Adaml 823 Rldgecrest Denton, Texas 76201 John S. Adaml 926 Anna Denton, Texas 76201 Ted L. Coe 2002 Mlstywood Denton, Texas 76201 James Shane 1918 Mlstywood Denton, Texas 76201 or the latest address specified by such other party in writing; or (b) The date of the receipt thereof by such other party if not so mailed by registered or certified mall. Any notice, request, or other communication under this Guarantee Agreement shall also be given in writing to the Trustee by registered or certified mall at the applicable address as follows: First State Bank of Denton Attention: Corporate Trust Department 101 South Locust Denton, Texas 76201 or the latest address specified by the Trustee in writing. Section 1.09. SEVERABILITY. If any clause, provision, or Section of this Guarantee Agreement should be held illegal or invalid by any court, the invalidity of such clause, provision, or Section shall not affect any of the remaining clauses, provisions, or Sections hereof and this Guarantee Agreement shall be construed and enforced as if such illegal or invalid clause, provision, or Section had not been contained herein. In case any agreement or obligation contained in this Guarantee Agreement should be held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of the Guarantors to the full extent permitted by law. IN WITNESS WHEREOF, the part~es hereto have caused th~s Guarantee Agreement to be s~gned in multiple counterparts, each of which shall be considered an original for all pur- poses, as of the day and year first set out above. 'CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY By President, Board of Directors ATTEST= Secretary, Board of Directors (SEAL) By G. E. Adami, Guarantor By John S. Adami, Guarantor By Ted L. Coe, Guarantor By James Shane, Guarantor RESOLUTION AUTHORIZING THE ISSUANCE OF CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY REVENUE BOND, SERIES 1984 AND THE EXECUTION OF A TRUST INDENTURE (DALLAS DRIVE DEVELOPMENT GROUP PROJECT) TKS:12/03/84 F~nal TABLE OF CONTENTS (The Table of Contents ~s not a part of the Resolution but is for convenience of reference only) PAGE T~tle 1 Recitals 1 Resolution 3 SECTION 1. DESIGNATION, AMOUNT, AND PURPOSE OF THE BONDS 3 SECTION 2. DATE, DENOMINATION, NUMBERS, AND MATURITIES OF THE BOND 3 SECTION 3. INTEREST ON THE BONDS 3 SECTION 4. GENERAL CHARACTERISTICS OF BONDS 3 (a) In General 3 (b) Registration Books 4 (c) Payment of Registered Owner 4 (d) Notation of Prepayment 5 SECTION 5. FORM OF BOND 5 SECTION 6. PLEDGE 15 SECTION 7. DEBT SERVICE FUND 16 (a) Establlshment of Debt Service Fund 16 (b) Accrued Interest 16 (c) Installment Loan Payments 16 (d) Redemption 17 (e) Payments from Debt Servlce Fund 17 (f) Immedlately Available Funds 17 (g) Investment of Funds 18 SECTION 8. SECURITY FOR FUNDS 1~ SECTION 9. THE USER'S PAYMENTS 19 (a) Unconditional Obligation 19 (b) Prepayments 19 PAGE SECTION 10. ADDITIONAL PARITY BONDS 19 (a) Additional Bonds 19 (b) Amendments to Trust Indenture Unnecessary 21 SECTION 11. SPECIAL COVENANTS 21 (a) Installment Loan Payments Pledged to Bonds Only 21 (b) Non-Encumbrance 21 (c) Performance by Issuer 21 (d) Certain Modifications Prohibited 21 SECTION 12. BONDS ARE SPECIAL OBLIGATIONS 22 SECTION 13. AMENDMENTS 22 (a) Amendment with Consent of Owners of 51% of Bonds 22 (b) Notice of Amendment 23 (c) Consent to Amendment 23 (d) Effect of Amendment 23 (e) Consent of Bondholders 24 (f) Ownership of Bonds 24 (g) Amendments Without Consent 24 SECTION 14. ESTABLISHMENT OF CONSTRUCTION FUND 24 (a) Deposit of Bond Proceeds into Construction Fund 24 (b) Investment of Money in Construction Fund 25 (c) Deposit of Accrued Interest, Income, and Profits 25 SECTION 15. PAYMENTS FROM CONSTRUCTION FUND 25 (a) Issuer's Administrative Overhead Expenses and Other Costs 25 (b) Reimbursements for and Payment of Cost of Project 26 (c) Reliance by Trustee 27 SECTION 16. SURPLUS CONSTRUCTION FUNDS 27 (a) D~spos~tion of Surplus Funds 27 (b) Disposition of Construction Fund upon Acceleration and Redemption 28 PAGE SECTION 17. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS 28 (a) Replacement Bonds 28 (b) Application for Substitute Bonds 28 (c) No Default Occurred 28 (d) Charge for Issuing Substitute Bonds 29 (e) Authority for Issuing SubstItute Bonds 29 SECTION 18. NO ARBITRAGE 29 SECTION 19. FINDINGS 29 SECTION 20. SALE OF THE BONDS 29 SECTION 21. TRUST INDENTURE 29 RESOLUTION AUTHORIZING THE ISSUANCE OF CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY REVENUE BOND, SERIES 1984, AND THE EXECUTION OF A TRUST INDENTURE (DALLAS DRIVE DEVELOPMENT GROUP PROJECT) THE STATE OF TEXAS C'ITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY WHEREAS, Caty of Denton Industraal Development Authority (the "Issuer") ~s a nonstock, nonprofat ~ndustraal development corporation organazed and ex~st~ng under the laws of the State of Texas, ~nclud~ng particularly the Development Corporation Act of 1979, as amended (Article 5190 6, V A T C S ) (the "Act"), and WI{EREAS, the Issuer ~s a duly constituted public ~nstrumentalaty of City of Denton (the "Governmental Unat"), a polit~cal subdavision of the State of Texas, wathan the meanangs of the regulations of the Unated States Treasury Department (the "Re~ulataons") and the rulangs of the Internal Revenue Service prescrabed and promulgated pursuant to Section 103 of the Internal Revenue Code of 1954, as amended (the "Code"), and the Issuer as funct~onang and actang solely on behalf of the Governmental Unlt, and WHEREAS, a "Loan Agreement between Caty of Denton Industrial Development Authoraty and Dallas Drave Development Group", dated as of December 1, 1984 (the "Agreement"), has been duly executed between the Issuer and Dallas Drave Development Group (the "User"), and WHEREAS, the User as a general partnershap organazed and exast~ng under the laws of the State of Texas ~s fully qual~faed to transact busaness In the State of Texas, and WHEREAS, the Issuer and G E Adama, John S Adama, Ted L Coe and James Shane (the "Guarantor") have entered anto a Guarantee Agreement dated as of December 1, 1984 (the "Guarantee") pursuant to whach the Guarantor has guaranteed the User's oblagat~ons under the Agreement, ancludang Dartacularly the obl~gataon of the User to make Installment Loan Payments, and WHEREAS, the Agreement, together w~th the Guarantee whach as attached thereto and made a part thereof for all purposes, as hereby adopted by reference for all purposes, wath the same effect as ~f they had been set forth an entirety ~n thas bond resolutaon (thas "Initial Bond Resolution"), and WHEREAS, the Agreement was executed to provide for the acquisition, construction, equipping, and furnishing of a pro3ect (as defined by the Act) and to provide a loan to the User for such purpose, and WHEREAS, th~s preamble and the trust ~ndenture (the "Trust Indenture") hereinafter set forth ~n th~s Initial Bond Resolution shall constitute an integral part of this Initial Bond Resolution, and WHEREAS, the corporate trustee under the Trust Indenture (the "Trustee") w~ll have the duties and obligations herelnafter provided, and WHEREAS, the bonds authorized to be ~ssued by th~s Initial Bond Resolution (the "Bonds") are to be ~ssued and delivered pursuant to applicable laws, ~nclud~ng the Act, and WHEREAS, the User and the Trustee have entered ~nto a Deed of Trust and Security Agreement dated as of December 1, 1984 (the "Deed of Trust"), provldlng further security for the payment of the Installment Loan Payments for the beneflt of the owners of the Bonds, and WHEREAS, the User w~ll have duly approved and agreed to be bound by th~s Initial Bond Resolution (~ncludlng the Trust Indenture) prior to the delivery of the Bonds, and WHEREAS, as provided in the Agreement, by such approval of this Initial Bond Resolution (including the Trust Inden- ture) the User wlll have agreed and acknowledged that the Bonds, when Issued, sold, and delivered as provided in this Initial Bond Resolution, w~ll be issued in accordance and compliance w~th the Agreement, and that, upon the lssuance, sale, and delivery of the Bonds, and the execution and delivery of the Trust Indenture, the User w~ll be uncondi- tionally obligated to the Issuer and the Trustee to make or pay, or cause to be made or pa~d, without set-off, recoup- ment, or counterclaim, to the Trustee the "Installment Loan Payments" required by the Agreement and by this In~tlal Bond Resolutzon (~nclud~ng the Trust Indenture) in amounts suffi- cient to pay the principal of, redemption premium, ~f any, and ~nterest on the Bonds, when due, agreed liquidated damages, ~f any, all fees and expenses of the Trustee and Registrar and the paying agents for the Bonds, and all other amounts requlred to be pa~d by the Agreement, th~s Initial Bond Resolutlon, and the Trust Indenture, all as hereinafter set forth, and WHEREAS, for purposes of th~s Initial Bond Resolution, the definitions of terms ~n the Agreement, the Guarantee, 2 the Deed of Trust, and the Trust Indenture are hereby adopted, and the terms g~ven here~n shall have the same meanings as such terms are g~ven ~n sa~d Agreement, Guarantee, Deed of Trust, and Trust Indenture unless a d~fferent meaning is g~ven herein. THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY THAT: Section 1. DESIGNATION, AMOUNT, AND PURPOSE OF THE BONDS. The Issuer's bond designated and to be known as CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY REVENUE BOND, SERIES 1984 (DALLAS DRIVE DEVELOPMENT GROUP PROJECT) (the "Bond" or the "Bonds") ls hereby authorlzed to be issued ~n the aggregate pr~no~pal amount of $1,000,000 on behalf of the C~ty of Denton, Texas TO PAY PART OF THE COST OF ACQUIRING, CONSTRUCTING, EQUIPPING, AND FURNISHING, OR CAUSING TO BE ACQUIRED, CONSTRUCTED, EQUIPPED, AND FURNISHED A PROJECT (THE "PROJECT") IN THE CITY OF DENTON, TEXAS, FOR DALLAS DRIVE DEVELOPMENT GROUP (THE "USER") FOR THE SPECIFIC PURPOSE OF THE PROMOTION AND ENCOURAGEMENT OF EMPLOYMENT AND THE PUBLIC WELFARE. Section 2. DATE, DENOMINATION, NUMBERS, AND MATURITIES OF THE BOND. The Bond ~n~tlally authorized hereby shall be dated December 1, 1984, shall be ~ssued and delivered ~n the form of one fully registered bond, w~thout coupons, payable ~n ~nstallments to the reglstered owner thereof, or ~ts registered assigns, all in the manner herelnafter provided, w~th the Bond to be numbered R-l, in the denomination and principal amount of $1,000,000, ln~tlally payable to First State Bank of Denton, Denton, Texas, w~th the principal of sald Bond to be payable in semlannual ~nstallments on the dates and in the amounts as set forth ~n the FORM OF BOND ~n Sectlon 5. Section 3. INTEREST ON THE BONDS. The Bond ~n~t~ally authorlzed hereby shall bear ~nterest on the unpaid balance of the principal amount thereof from the date of delivery to the lnlt~al purchaser thereof (whlch date shall be ~nd~cated by the Trustee in the Delivery Certificate appearing on the Bond) to the scheduled due date, or date of prepayment or redemption prior to the scheduled due date, of the prlnc~pal ~nstallments of the Bond, at the rate set forth in Section 5. The ~nterest shall be payable on the dates and · n the manner provided ~n the FORM OF BOND set forth in Sectlon 5. Sectlon 4. GENERAL CHARACTERISTICS. (a) In General. The Bond ~nlt~ally authorlzed hereby shall be ~ssued, shall be payable, may or shall be prepaid or redeemed prlor to the scheduled prlnc~pal lnstallment payment dates, may be 3 transferred and assigned, shall have the characteristics, and shall be signed and executed (and the Bond shall be sealed), all as provided, and in the manner lndlcated, ~n the FORM OF BOND set forth in Section 5 After the Bond has been authorized to be issued by the Board of Directors of the Issuer, and prlor to the delivery of the Bond, the Trustee shall authenticate the Bond by executing the Trustee's Certificate of Authentlcat~on appearing on the Bond as provided in Section 5 In addition, on the date of delivery of the Bond to the ~nltlal purchaser thereof, the Trustee shall fill in the date of delivery of the Bond in the Delivery Cert~flcate appearing on the Bond as provided in Section 5 (b) Registration Books The Issuer shall keep or cause to be kept at the pr~ncipal corporate trust office of the Trustee books for the registration and transfer of Bonds (the "Bond Registration Books") and the Issuer hereby appoints the Trustee as lts registrar and transfer agent (the "Reglstrar") to keep such books and make such regis- trations and transfers under such reasonable regulations as the Issuer or the Registrar may prescribe, and the Registrar will register or transfer as here~n provided, any Bonds upon presentation thereof at such office The User, the Guarantor, and each Bondholder shall have the r~ght to · nspect such Bond Reg~stratlon Books during the normal business hours of the Trustee Reglstrat~on of the Bonds may be transferred only on the Bond Registration Books upon surrender thereof by the registered owner in person or by bls duly authorized attorney, by proper written ~nstrument of transfer, ~n the form and w~th guaranty of s~gnatures satisfactory to the Registrar, duly executed by such owner or attorney Upon such surrender for transfer of registration, the Registrar shall make notation of such transf,er on the Bonds in the Assignment section appearlng thereon and in the Bond Reglstratlon Books Such transfers of registration shall be made wlthout charge to the owner of such Bonds, but any taxes or other governmental charges required to be paid with respect to the same shall be pa~d by the Bondholder requestlng such transfer of reglstrat~on, as a condition precedent to the exercise of such privilege The Trustee shall not be required to make transfers~ of any Bond within ten (10) days prior to an interest paym_nt date or redemption date or subsequent to the date of mailing of notice of redemption of such Bond or a port~on thereof, anything in such Bond to the contrary notwithstanding (c) Payment to Registered Owner The person In whose name any Bond shall be registered on the Bond Reg~stratlon Books may be deemed and treated as the absolute owner thereof for all purposes of this Initial Bond Resolution and the Trust Indenture whether or not such Bond shall be overdue, and the Issuer, the Trustee, the User, and the Guarantor shall not be affected by any notice to the contrary, and payment of, or on account of, the principal of, premium, ~f any, agreed l~qu~dated damages, ~f any, and · nterest on any such Bond shall be made only to such registered owner thereof, but such reg~stratlon may be changed as provided herein All such payments shall be valid and effectual to satisfy and d~scharge the l~ab~l~ty upon such Bond to the extent of the sum or sums so pa~d (d) Notation of PreDayment The Issuer hereby appoints the Trustee as the Paying Agent for the Bonds Upon the prepayment or part~al redemption of any Bond, the Trustee, as Registrar and Paying Agent, shall note in the Prepayment Record appearing on such Bond the amount of such prepayment or redemption, the date sa~d payment was made and the remaining unpaid principal balance of sa~d Bond and shall then have sa~d entry s~gned by an authorized official of the Trustee The Trustee shall also record such infor- mation · n the Bond Registration Books, and the Trustee shall also record ~n the Bond Registration Books all payments of principal ~nstallments on the Bonds when made on their respective due dates Section 5 FORM OF BOND The form of the Bond, together w~th the forms of the varlous certificates and forms to appear on the Bond, shall be, respectively, substantially as follows, with necessary and appropriate variations, omissions, and insertions as permitted or required by th~s Initial Bond Resolution 5 FORM OF BOND NO. R-1 $1,000,000 UNITED STATES OF AMERICA STATE OF TEXAS CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY REVENUE BOND, SERIES 1984 (DALLAS DRIVE DEVELOPMENT GROUP PROJECT) CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY (the "Issuer"), being a nonstock, nonprofit lndustrmal development corporation organmzed and existing under the laws of the State of Texas, lncludmng particularly the Development Corporation Act of 1979, as amended (Article 5190.6, V.A.T.C.S.) (the "Act"), and actmng on behalf of the City of Denton, Texas, hereby promises to pay to First State Bank of Denton, Denton, Texas, or its regmstered assmgns, the aggregate prmnclpal amount of ONE MILLION DOLLARS in installments, as follows' PRINCIPAL PRINCIPAL ~ece~ber 1, 1985 $25,970.51 December 1, 1991 $46,639 30 J~ne 1, 1986 27,269.03 June 1, 1992 48,971.27 December l, 1986 28,632.48 December 1, 1992 51,419 83 J~ne 1, 1987 30,064.11 June 1, 1993 53,990.82 December 1, 1987 31,567.31 December 1, 1993 56,690.36 June 1, 1988 33,145.68 June 1, 1994 59,524.88 Dec~mlber 1, 1988 34,802.97 December 1, 1994 62,501 12 June 1, 1989 36,543.11 June 1, 1995 65,626.18 December 1, 1989 38,370.27 December 1, 1995 68,907.49 June 1, 1990 40,288.78 June 1, 1996 72,352.90 December 1, 1990 42,303.22 June 1, 1991 44,418.38 and to pay interest thereon, from the date of delmvery hereof (which date appears mn the Delivery Certmflcate endorsed on this Bond), on the balance of samd prmnclpal amount from tmme to time remaining unpaid, at a per annum rate determined dally on the basis of 80% of the "Prmme Rate" (hereinafter defmned) of Fmrst State Bank of Denton, Denton, Texas (the "Bank"), and at a rate of 12% per annum on overdue prlncmpal and, to the extent legally permIssible, on overdue interest, with the mnterest bemng payable on February 1, 1985, and on the fmrst day of each month 6 thereafter through December 1, 1985 and thereafter on each June 1 and December 1 while this Bond ~s outstanding; provided that such principal and ~nterest are payable solely from the sources and in the manner hereinafter described, and solely as authorized and provlded in the Act. Any change in the Prime Rate shall automatically and without notlce to the Issuer or the User (hereinafter deflned) be effective for the purpose of changing the rate of ~nterest which th~s Bond bears as of the date of such change. It ~s understood, however, that regardless of the rate determined by using 80% of the Prime Rate the rate of ~nterest on th~s Bond shall never be less than 9% per annum and shall never be greater than 12% per annum. For purposes of this Bond the term "Prime Rate" shall mean the prime ~nterest rate charged by the Bank as announced or published by the Bank from t~me to time. On or before the fifth (5th) day prior to each interest payment date the Trustee shall notify the User by placing such notice ~n first class mall, postage prepaid, of the Prime Rates ~n existence during the interest per~od and the total interest due on the balance of the principal amount due on the Bond (the "Interest Calculation"). Each Interest Calculation shall be made on the date (the "Calculation Date") which Ks ten (10) days prior to the date (the "Payment Date") fixed for any payment of ~nterest. Each Interest Calculation shall ~nclude ~nterest which accrues on thls Bond beg~nnlng on a Calculation Date (or in the case of the f~rst interest per~od, on the date of authentication of this Bond) and continulng through the day prlor to the next succeeding Calculation Date, and such Interest Calculation shall represent the full amount of ~nterest due on the next Payment Date. Provided, however, w~th respect to the Interest Calculation for for the Payment Date on which the User shall pay the entire outstanding principal balance of this Bond (the "Final Interest Calculation"), the Trustee shall provide the User with telephonic not~ce on such f~nal Payment Date of the ~nterest which accrued on th~s Bond beg~nnlng on the f~nal Calculation Date and continuing through the day prior to such f~nal Payment Date (the "Additional Interest Calculation"), and the User shall pay on such final Payment Date the amount of the Final Interest Calculation plus the Additional Interest Calculation. The failure of the Trustee to g~ve the notlce to the User required above shall not prevent an Event of Default (as defined ~n the Trust Indenture as hereinafter defined) from occurrlng under this Bond and the Trust Indenture; however, if no notice Ks g~ven, the User may prevent an Event of Default by providing the Trustee w~th funds sufficient to pay ~nterest on the unpaid principal at the rate of 80% of what the User reasonably believes to be the Bank's Prime Rates during the interest perlod, plus the principal amount, ~f any, due on such date but subject to the ~nterest rate l~mltat~ons described ~n the lmmedlately preceding paragraph. Such ~nterest payment shall be adjusted w~thln 10 days after the User receives not~ce from the Trustee of the correct ~nterest amount which should have been pa~d on the precedlng interest payment date by (1) the User paying an additional amount to the Trustee as calculated by the Trustee in the case of an underpayment of interest by the User or (2) the Trustee refunding to the User an amount calculated by the Trustee an the case of an overpayment of ~nterest by the User. THE PRINCIPAL of and ~nterest on this Bond shall be payable ~n lawful money of the Un,ted States of America, without exchange or collectlon charges. Payments of principal and ~nterest shall be made to the registered owner by check or draft ma~led by F~rst State Bank of Denton, Denton, Texas (the "Trustee", "Paylng Agent", and "Reglstrar" for this Bond) or its successor appolnted under the Trust Indenture (hereinafter defined), to the registered owner at lts address as ~t appears on the Bond Registration Books kept by the Trustee; provided that ~n the alternative such payment may be made by any other method requested ~n writing by the registered owner, subject to the approval of the Trustee. The f~nal payment of prlnclpal on this Bond shall be pa~d only upon surrender of th~s Bond to the Trustee for cancellation. Any prepayment or redemption of any prlnc~pal ~nstallments of this Bond shall be made only upon presentation of th~s Bond to the Trustee, who shall make notatlon of such prepayment or redemptlon ~n the Prepayment Record endorsed hereon. THIS BOND is dated as of December 1, 1984 and was authorlzed and lssued in the aggregate prlnclpal amount of $1,000,000 pursuant to a resolution adopted by the Board of Dlrectors of the Issuer (the "Initial Bond Resolution") on behalf of the Clty of Denton, Texas TO PAY PART OF THE COST OF ACQUIRING, CONSTRUCTING, EQUIPPING, AND FURNISHING, OR CAUSING TO BE ACQUIRED, CONSTRUCTED, EQUIPPED, AND FURNISHED A PROJECT (THE "PROJECT") IN THE CITY OF DENTON, TEXAS, FOR DALLAS DRIVE DEVELOPMENT GROUP (THE "USER") FOR THE SPECIFIC PURPOSE OF THE PROMOTION AND ENCOURAGEMENT OF EMPLOYMENT AND THE PUBLIC WELFARE. ON ANY DATE, the unpaid principal lnstallments of this Bond are subject to optlonal prepayment or redemption and may be prepald or redeemed prior to thelr scheduled due dates, by the Trustee, at the optlon of the User, w~th funds furnlshed by the User, upon written not~ce of the exercise of the option to prepay or redeem delivered to the Trustee by the User not later than the 45th day prior to the date of prepayment or redemption. Such unpaid principal ~nstallments may be so prepaid or redeemed as a whole on any 8 date, or in part on any interest payment date (and, if part, such Installments shall be prepaid or redeemed inverse chronological order of their scheduled due dates, and ~n amounts not less than all of an unpaid prlnclpal installment), at the prepayment or redemption price equal to the principal amount to be redeemed plus accrued interest to the date of prepayment or redemption ON ANY DATE, the unpaid principal installments of this Bond are sub3ect to mandatory prepayment or redemption, as a whole, and shall be prepaid or redeemed prior to their scheduled due dates, by the Trustee, with funds which shall be furnished by the User, on the earliest practicable date, and in all events w~thln s~xty days, following the occur- rence of a F~nal Determination of Taxability as defined and p~ovided for ~n the Agreement (hereinafter defined) The p~epayment or redemption price in such event shall be equal to the unpaid principal amount of this Bond so prepaid or redeemed, plus accrued Interest to the date of prepayment or redemption, plus an additional amount calculated by mul- tiplying an amount equal to 2~ of the unpaid principal amount of this Bond by the number of complete three-month periods elapsed between the date of the Taxable Event (as defined and provided for ~n the Agreement) and the pre- payment or redemption date, w~th such additional amount being the agreed liquidated damages (for loss of a bargain and not as a penalty) which the owner of this Bond will be due, and which shall be a direct obligation of the User Such prepayment or redemption price shall constitute the entire amount due w~th respect to this Bond as a result of the occurrence of a Final Determination of Taxability IN ADDITION, if there shall be a Final Determination of Taxability, the User shall be obligated to, and promptly shall, pay an additional amount to the Trustee for the sole benefit of the owner or owners of this Bond during the per~od between the Taxable Event and the mandatory prepay- ment or redemption date described and provided for ~n the preceding paragraph of this Bond (the "Taxable Period") Such payment shall be sufficient in aggregate to pay ~n respect of each principal installment of this Bond which was pa~d or prepaid or redeemed during the Taxable Period, the amount the owner hereof would have received as agreed liquidated damages if, and assuming that, the aforesaid mandatory prepayment or redemption date had occurred on the actual date of payment or prepayment or redemption of such principal Installment The Trustee shall pay such addi- tional amount to the owner or owners of this Bond during the Taxable Period, as shown by the Bond Registration Books ON ANY DATE, the unpaid principal installments of this Bond are sub3ect to prepayment or redemption, and may be prepaid or redeemed prmor to the scheduled due dates by the Trustee, mn mnverse chronological order of themr scheduled due dates (mn the denommnatmons of $1,000 or any mntegral multmple thereof or in amounts not less than all of an unpamd principal installment), at a prepayment or redemption price equal to the prmncmpal amount thereof to be prepamd or redeemed plus accrued mnterest thereon to the date of prepayment or redemptmon, and wmthout premmum, wmth and to the extent of any surplus funds remaining mn the Construc- tion Fund (created by the Inltmal Bond Resolution) after the completion of the Pro3ect, as provmded and required by Sectmon 16 of the Initial Bond Resolutmon THE AGREEMENT provmdes that any provision for any payment contamned mn the Agreement or this Bond shall be held to be sub3ect to reduction to the amount allowed under the applmcable usury laws of the State of Texas and the Un~ted States of Amermca, as now or hereafter construed by the courts having jurlsdmctlon, and it is agreed by the Issuer and the owner of this Bond that in no event shall usury be pamd or collected with respect to thms Bond AT LEAST 30 DAYS PRIOR to the date fixed for any pre- payment or redemptmon of the unpaid principal installments of th~s Bond, the Trustee shall cause a written notice of such redemption to be mailed to the registered owner of this Bond addressed to such owner at the address appearing on the Bond Registration Books By the date fixed for any such prepayment or redemptmon, due provision shall be made by the User with the Trustee and the Paymng Agent for the payment of the prmnclpal amount of this Bond which is to be prepaid or redeemed, plus accrued mnterest thereon to the date fixed for prepayment or redemptmon, plus any required prepayment or redemption premmum, and any other amounts due the owner of this Bond If such written notice of prepayment or redemptmon ms gmven and mf due provmslon for payment of the redemptmon prmce ms made, all as provmded above, the unpaid prlnc~pal installments of this Bond which are to be prepaid or redeemed thereby automatmcally shall be deemed to have been prepaid or redeemed prmor to themr scheduled due dates, and they shall not bear interest after the date flxed for prepayment or redemption, and they shall not be regarded as being outstandmng except for the rlght of the owner thereof to recemve the redemption price from the Paylng Agent out of the funds provided for such payment Upon presentatmon of thms Bond to the Paymng Agent, such unpaid pr~ncf_al installments whmch are to be prepaid or redeemed, shall be pamd at the redemption price Except as set forth above, the prmncmpal installments of this Bond are not sub3ect to prepayment or redemption prmor to their scheduled due dates 10 IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions zn the city where the Paying Agent zs 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 on which 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 of payment IT IS HEREBY CERTIFIED AND COVENANTED that this Bond has been duly and validly authorized, issued, and delivered, that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed, and been done zn accordance with law, that this Bond is a special revenue obligation of the Issuer, and that the principal of and interest on this Bond are payable from and secured by a first lien on and pledge of the payments designated as "Installment Loan Payments" to be made or pazd, or caused to be made or paid, to the Trustee, pursuant to the Initial Bond Resolution, the Trust Indenture and the "Loan Agreement between the City of Denton Industrial Development Authority and Dallas Drive Development Group", dated as of December 1, 1984 (the "Agreement") The User, a Texas general partnership, is unconditionally oblzgated (sub3ect to the provisions of Sections 6 O1 and 6 02 of the Agreement relating to transfer of assets, and asslgnment) to make or pay, or cause to be made or paid, without set-off, recoupment, or counterclaim, to the Trustee each such Installment Loan Payment for deposit into the Debt Service Fund created for the benefit of the owners of the Bonds by the Initial Bond Resolution, in aggregate amounts sufficient to pay and redeem, and provide for the payment and redemption of, the principal of and interest on this Bond, and to pay all other amounts required by the Agreement, the Initial Bond Resolution, and the Trust Indenture when due, sub]ect to and as required by the provisions of the Agreement, the Initial Bond Resolution, and the Trust Indenture IN ADDITION, G E Adaml, John S Adaml, Ted L Coe and James Shane (collectively the "Guarantor") and the Issuer have entered into a Guarantee Agreement (which is attached to and made a part of the Agreement for all purposes) dated as of December 1, 1984 (the "Guarantee"), pursuant to which the Guarantor has guaranteed to the Issuer all of the Installment Loan Payments The Issuer has assigned to the Trustee all its right, title, and interest in and to the guarantee of the Installment Loan Payments 11 THIS BOND ~s secured by a Trust Indenture dated as of December 1, 1984 (the "Trust Indenture"), whereunder F~rst State Bank of Denton, Denton, Texas, or ~ts successor, as Trustee, ~s custodian of the Debt Service Fund and ~s obligated to enforce the rights of the owner of th~s Bond and to perform other duties in the manner and under the conditions stated in the Trust Indenture In case an "Event of Default", as defined in the Trust Indenture, shall occur, the unpaid principal installments of th~s Bond may be declared to be due and payable ~mmed~ately upon the conditions and in the manner provided ~n the Trust Indenture This Bond is additionally secured by a Deed of Trust and Security Agreement between the User and the Trustee (the "Deed of Trust") relating to certain property of the User pledged to secure the payment of this Bond Reference ~s hereby made to the Initial Bond Resolution, the Trust Indenture, the Guarantee, the Deed of Trust and the Agreement for additional provisions with respect to the nature and extent of the security, the rights, duties, and obligations of the User, the Guarantor, the Issuer, the Trustee, and the owner of this Bond, the terms upon which this Bond is ~ssued and secured, and the mod~f~catlon of any of the foregoing THE ISSUER has reserved the right, sub3ect to the restrictions stated in the Initial Bond Resolution, to issue additional parity revenue bonds ("Additional Bonds") which, when issued and delivered, shall be payable from the Debt Service Fund, and shall be payable from and secured by a first lien on and pledge of Installment Loan Payments pursuant to the Agreement and entitled to the benefits of and secured by the Trust Indenture, the Guarantee, and the Deed of Trust in the same manner and to the same extent as, and be on a parity wlth, this Bond and all then outstanding Additional Bonds THE ISSUER also has reserved the r~ght to amend the Initial Bond Resolution and the Trust Indenture, as provided thereln, and under some (but not all) circumstances amend- ments thereto must be approved by the owners of 51% in aggregate principal amount of this Bond then outstanding and any Additional Bonds then outstanding THE OWNER HEREOF shall never have the r~ght to demand payment of th~s obligation out of any funds raised or to be raised by taxation or from any source whatsoever except the payments and amounts described in th~s Bond, the Initial Bond Resolution, the Trust Indenture, the Agreement, the Guarantee, and the Deed of Trust Except for the l~en on and the assignment and pledge of such property, payments, and amounts, no property of the Issuer is encumbered by any l~en or security ~nterest for the benefit of the owner of 12 this Bond Neither the State of Texas, the City of Denton, Texas, nor any other pol~t~cal corporation, subdlv~s~on, or agency of the State of Texas, nor the Board of D~rectors of the Issuer, either individually or collectively, shall be obligated to pay the principal of this Bond, any premium or payment with respect to this Bond, or the interest hereon, and neither the faith and credit, nor the taxing power, of the State of Texas, the City of Denton, Texas, nor any other political corporation, subdlv~s~on, or agency of the State of Texas, is pledged to the payment of the principal of this Bond, any premium or payment w~th respect to this Bond, or the interest hereon Sub3ect to the limitations on transferability set forth in the next paragraph, this Bond may be assigned and shall be transferred only on the Bond Reg~stratlon Books of the Issuer kept by the Trustee, as Registrar, upon the terms and condlt~ons set forth in the Initial Bond Resolution, the Trust Indenture and the Assignment provls~ons endorsed hereon Such transfers shall be without expense to the owner hereof, but any taxes or other governmental charges required to be paid with respect to the same shall be paid by the owner requesting such transfer as a condition precedent to the exercise of such privilege The Trustee shall not be required to make transfers of th~s Bond within ten (10) days prior to an interest payment date or prepayment or redemption date or subsequent to the date of ma~l~ng of notice of prepayment or redemption of any principal installments of this Bond, anything in this Bond to the contrary notwithstanding The registered owner of thls Bond may be deemed and treated by the Issuer, the Trustee, the User, and the Guarantor as the absolute owner hereof for all purposes, including payment and d~scharge of liability upon this Bond to the extent of such payment, and the Issuer, the Trustee, the User, and the Guarantor shall not be affected by any notice to the contrary THE OWNER HEREOF, by the purchase of this Bond, agrees that notwithstanding anything herein contained to the contrary this Bond may only be transfered to an "Institutional Investor" Such transfer may be made only upon recezpt by the Issuer and the Trustee of a certzfzcate (delivered by certified mall, postage prepaid) of the transferor of this Bond stating that such transferee is an "Institutional Investor", provided that the terms and conditions of this sentence need not be satlsf~ed ~f the transferee of this Bond is a subsidiary bank of First State Bank of Denton "Inst~tutlonal Investor" shall mean any savings institution, commercial bank or trust company, insurance company or mutual fund 13 THIS BOND shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Trust Indenture until the Trustee's Certificate of Authentication hereon shall have been signed by the Trustee and the Delivery Certificate hereon shall have been com- pleted IN WITNESS WHEREOF, thzs Bond has been signed with the manual or facsimile slgnatures of the President and the Secretary of the Board of D~rectors of the Issuer, and the official seal of the Issuer has been duly ~mpressed, or placed zn facsimile, on th~s Bond (facsimile) (facs~mlle) Secretary, Board of Directors President, Board of D~rectors (ISSUER'S SEAL) FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION TRUSTEE'$ CERTIFICATE OF AUTHENTICATION Th~s Bond Ks the Bond ~n~t~ally ~ssued under the pro- v~s~ons of the within mentioned Agreement, Initial Bond Resolution, and Trust Indenture FIRST STATE BANK OF DENTON, Trustee By. Authorized Officer FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the registered owner of th~s Bond last lasted below sells, assigns, and transfers the w~th~n Bond to the Assignee last lasted below, and hereby authorizes the transfer of th~s Bond on the Bond Registration Books of the Trustee Such assignment shall not be effective until such Assignee presents th~s Bond to the Trustee for verification of such assignment and g~ves the Trustee ~ts address to which payments shall be made and the Trustee makes notation of such Assignment below 14 DATE OF REGISTERED SIGNATURE OF ASSIGNMENT OWNER ASSIGNEE REGISTRAR FORM OF DELIVERY CERTIFICATE DELIVERY CERTIFICATE THIS BOND was delivered to and pa~d for by the pur- chaser hereof on FORM OF PREPAYMENT RECORD PREPAYMENT RECORD Date Principal Remaining Name & Title of Smgnature of of Prepayment or Prlncmpal Authormzed 0fflcer Authorized Payment Redemption Balance Makzn~ Entry 0fflcer Sectlon 6 PLEDGE The Bonds and the interest thereon are and shall be payable from and secured by a first llen on and pledge of the payments deszgnated as Installment Loan Payments to be made or pald, or caused to be made or paid, to the Trustee by the User, pursuant and sub3ect to the terms and provlsxons of thls Inltlal Bond Resolution, the Trust Indenture, and the Agreement, and such Installment Loan Payments are further pledged zrrevocably to the estab- llshment and malntenance of the Debt Servzce Fund herezn- after created 15 Section 7 DEBT SERVICE FUND (a) Establishment of Debt Service Fund A separate and special trust fund to be designated and known as the "Debt Service Fund" shall be established by the Issuer with the Trustee for the benefit of the owners of the Bonds pursuant to the Agreement and the Trust Indenture, and maintained as provided ~n this Inltlal Bond Resolution and the Trust Indenture, as long as any of the Bonds, or interest thereon, is outstanding and unpaid (b) Accrued Interest Immediately after the delivery of the Bond to the ~n~tlal purchaser thereof, all accrued interest, ~f any, received from the proceeds from the sale and delivery of the Bond, shall be transferred by the Trustee ~nto the Debt Service Fund (c) Installment Loan Payments The User shall make or pay, or cause to be made or paid, to the Trustee, which shall deposit ~nto the Debt Service Fund, Installment Loan Payments as follows (1) On or before each interest payment date as provided in the FORM OF BOND set forth in Section 5, an amount which, together with any other amounts then on deposit therein and available for such purpose, will be sufflc~ent to pay the interest coming due on the Bond on each interest payment date, and (2) On or before each principal payment date as provided in Section 2 and in the FORM OF BOND set forth in Section 5, an amount which, together with any other amounts then on deposit therein and available for such purpose, will be sufficient to pay the principal of the Bond scheduled to be paid on each principal payment date, and (3) On or before any optional or mandatory prepayment or redemption date as permitted or required in the FORM OF BOND set forth in Section 5, an amount which, together w~th any other amounts then on deposit and available for such purpose, will be sufflc~ent to pay the prepayment or redemption price (including any agreed liquidated damages) specified therein, and (4) Promptly after the occurrence of a F~r al Determination of Taxability, the additional amount required to pay the agreed llqu~dated damages to the owner of the Bond for any installments of principal which were unpaid on the date of any Taxable Event, but which were paid or redeemed prior to the prepayment or redemption of all 16 unpaid principal ~nstallments after a F~nal Determination of Taxablllty, all as provided in the FORM OF BOND set forth ~n Section 5, and (5) On any date on which the Bonds are declared to be ~mmed~ately due and payable pursuant to the Trust Indenture, an amount which, together w~th any other amounts then on deposit and available for such purpose, will be sufflc~ent to pay the prin- cipal of all Bonds then outstanding and the ~nterest accrued thereon to such date, and (6) Promptly after receipt of each statement and request for payment, an amount equal to the charges of the Trustee for performing the duties of Trustee and Registrar, and the charges of the Paying Agent for the Bond, as designated in the FORM OF BOND set forth in Section 5, for paying or redeeming principal installments of the Bond, and paying the ~nterest thereon In the event the User should fall to make or pay, or cause to be made or pa~d, any of the required Installment Loan Payments set forth in this Section, each such required payment shall contlnue as an obllgat~on of the User until fully pa~d, and the User agrees to pay the same to the Trustee, for the benefit of the owners of the Bonds, with interest thereon, to the extent legally permissible, at the rate of twelve percent (12%) per annum, from the date any such payment was due until payment thereof (d) Redemptlon The Bond lnltlally authorized hereby shall be sub3ect to redemption, and may or shall be redeemed, as specified ~n the FORM OF BOND set forth in Section 5 (e) Payments from Debt Servlce Fund Except as other- wise speclflcally provided in this Inltlal Bond Resolution or the Trust Indenture, the Debt Service Fund shall be used by the Trustee only to pay the principal of, and prepayment or redemption premlum, if any, agreed liquidated damages, if any, and ~nterest on the Bonds, when due, and the charges of the Trustee, Registrar, and Paying Agent, and the Trustee shall make available to the Paying Agent, out of the Debt Service Fund, the amounts required to pay or redeem the principal of and interest on the Bonds when due, and the Trustee shall make all other payments as required by th~s Initial Bond Resolution and the Trust Indenture (f) Immediately Available Funds The User shall make all Installment Loan Payments ~n funds that will be immedi- ately available and allow the Paying Agent to pay, ~n lawful 17 money of the United States of America, the principal, inter- est, and other amounts with respect to the Bonds, when due (g) Investment of Funds Any money held as part of the Debt Service Fund shall be invested or reinvested by the Trustee, upon the written direction of the Approving Officer in any obligations, including certificates of deposit The Trustee shall make no investments except as specifically directed by the Approving Officer The investments of the Debt Service Fund shall be deemed to be a part of such Fund, and, for the purpose of determining the amount of money in such Fund, such investments shall be valued at their cost or market value, whichever is lower The income and profits, including realized discount on obligations purchased, received from such investments shall be deposited in or credited to the Debt Service Fund, and any losses on investments thereon shall be charged against the Debt Service Fund If at any time it shall become necessary that some or all of the investments made with the moneys from the Debt Service Fund be redeemed or sold to raise moneys necessary to comply with the provisions of this Initial Bond Resolution or the Trust Indenture, the Trustee shall, without further authorization, effect such redemption or sale, employing, in the case of a sale, any commercially reasonable method of effectlng the same The Trustee shall not be liable or responsible for any loss resulting from any such investment or resulting from the redemption or sale of any such investment as herein authorized, except that the Trustee shall be liable for (1) any loss resulting from its willful or negligent failure, within a reasonable time after receiving the written direction from the Approving Officer to make, redeem, or sell any investment in the manner provided for herein, and (2) except for any redemption or sale made pursuant to the next preceding sentence of this paragraph, for any loss resulting from the making, redeeming, or selling of any investment which was not authorized by written direction of the Approving Officer If the Trustee is unable, after reasonable effort and within a reasonable time, to make, redeem, or sell any such invest- ment, it shall so notify in writing the Approving Officer and thereafter the Trustee shall be relieved of all responsibility with respect thereto In the event of any such loss, the User shall make additional deposits to restore same if and to the extent required to enable the Trustee to make all payments required to be made from the Debt Service Fund, and such additional deposits shall constitute additional amounts of Installment Loan Payments Section 8 SECURITY FOR FUNDS Ail uninvested money in all Funds established pursuant to this Initial Bond Resolution (including the Debt Service Fund and the Construction Fund), shall be secured by the Trustee in such 1S manner and to such extent as is required of banks when acting in a fiduciary capacity Section 9 THE USER'S PAYMENTS (a) Unconditional Obligation The User has covenanted in the Agreement, and, by the approval of this Initial Bond Resolution, the User further has unconditionally obligated itself and agreed, regardless of and notwlthstand~ng any provisions of the Agreement, other than Sections 6 01 and 6 02 thereof relating to transfer of assets and assignment, and regardless of the provisions of any other agreement or contract to the contrary, to make or pay, or cause to be made or paid, without set-off, recoupment, or counterclaim, the Installment Loan Payments to the Trustee in the amounts required by Section 7(c) to be made into the Debt Service Fund, and to make such payments on or before the dates specified in this Initial Bond Resolution and the Trust Indenture, and said payments by the User shall be and constitute the Installment Loan Payments as contemplated and required by the Agreement Each Bondholder is and shall be entitled to rely unconditionally on the agreements, covenants, and representations set forth in this Initial Bond Resolution and the Trust Indenture (b) Prepayments It is further understood that the User may prepay all or any part of each Installment Loan Payment, and any such prepayment, and any earnings thereon, shall be applied by the Trustee to the payment of each Installment Loan Payment, provided that the prepayment or redemption at any time of any unpaid principal installments of the Bonds prior to their due dates, with funds from any source (whether from Installment Loan Payments or otherwise), shall not relieve the User of its obligation to make or pay, or cause to be made or paid, each Installment Loan Payment as specified in Section 9(a), when due with respect to any remaining unpaid principal installments of the Bonds Section 10 ADDITIONAL PARITY BONDS (a) Additional Bgnds The Issuer reserves the right, upon the request of the User, to issue additional parity revenue bonds ("Addi- tional Bonds") in any amounts, for any lawful purpose or purposes, Including the refunding of any outstanding Bonds Such Additional Bonds, along with the Bond authorized by thls Initial Bond Resolution, shall be considered, constitute, and be "Bonds" as defined in, and for all purposes of, the Agreement and the Trust Indenture Furthermore, for all purposes of this Initial Bond Resolution, the term "Bonds" shall mean and include the Bond authorized hereby and any Additional Bonds, unless the context otherwise indicates When Issued and delivered such Additional Bonds, the redemption premium, if any, agreed 19 liquidated damages, if any, and the interest thereon, shall be payable from the Debt Service Fund, and shall be payable from and secured by a first lien on and pledge of Installment Loan Payments pursuant to the Agreement, and secured by the Trust Indenture, the Deed of Trust and the Guarantee, in the same manner and to the same extent as, and be on a parity with, all then outstanding Bonds and Additional Bonds Such Additional Bonds may be issued in one or more series or issues, in various principal amounts, maturing at different times, bearing interest at different rates, be payable in installments or otherwise be redeemable prior to maturity, with or without redemption premium, on whatever terms or prices, and may contain such other provisions as may be provided in any Bond Resolution authorizing the issuance of such Additional Bonds It is provided, however, that no series or issue of Additional Bonds shall be issued unless (1) In the opinion of Bond Counsel (A) the issuance of such Additional Bonds will not adversely affect the exemption from federal income taxation of the interest on the then outstanding Bonds and Additional Bonds, or affect the validity of the then outstanding Bonds or Additional Bonds and (B) such Additional Bonds are secured in the same manner and to the same extent as and are on a parity with all then outstanding Bonds and Additional Bonds, (Il) A certificate is executed by the President and Secretary of the Board of Directors of the Issuer to the effect that no default exists in connection with the Bonds or the Trust Indenture (or any amendment or supplement thereto) or with any of the covenants or requirements of this Initial Bond Resolution or the Bond Resolutions (or any amendments or supplements thereto) authorizing the issuance of all then outstanding Bonds and Additional Bonds, and that the Debt Service Fund contains the amount then required to be on deposit therein, (ill) The Bond Resolution authorizing the Issuance of such series or issue of Additional Bonds provides for additional Installment Loan Payments to be deposited into the Debt Service Fund in amounts sufficient to pay all principal of, redemption premium, if any, agreed liquidated damages, if any, and interest on such Additional Bonds, together with all Trustee, Registrar, and Paying Agent fees and expenses attributable to such Additional Bonds, (lV) The Approving Officer approves in writing the Bond Resolution &uthorlzlng the ~ssuance of such series 2O or issue of Additional Bonds, as required by the Agreement, (v) The principal and interest payment dates during any year ~n which prlnc~pal and interest on such Additional Bonds are scheduled to be pald, are the same for the Additional Bonds and the Bonds, and (v~) The Commission expressly g~ves ~ts prlor approval to the ~ssuance of such Add~tlonal Bonds (b) Amendments to Trust Indenture Unnecessary It shall not be necessary or required that the Trust Indenture be amended or supplemented to cause any ser~es or ~ssue of Additional Bonds to be secured by the Trust Indenture Ail that shall be necessary or required to cause any such Addi- tional Bonds to be secured by the Trust Indenture ~s for the Issuer to deliver to the Trustee a certified copy of the Bond Resolutlon authorizing their ~ssuance prior to the delivery of such Additional Bonds Section ll SPECIAL COVENANTS The Issuer further covenants as follows (a) Installment Loan Payments Pledged to Bonds Only Other than for the payment of the Bonds, as provlded ~n th~s Initial Bond Resolution and the Trust Indenture, the Installment Loan Payments have not in any manner been pledged to the payment of any debt or obligation of the Issuer, (b) Non-Encumbrance While any of the Bonds ~s out- standing, the Issuer wall not (except wlth respect to the Bonds and any Additional Bonds and except as provided in the Agreement, any Bond Resolution, or the Trust Indenture) ~n any manner whatsoever create, assume, or suffer to exist, d~rectly or ~nd~rectly, any mortgage, l~en, encumbrance, pledge, or charge against the Debt Service Fund, the Installment Loan Payments, the Construction Fund, or any property or moneys deposited wlth the Trustee, (c) Performance by Issuer The Issuer will carry out all of ~ts covenants and obligations under th~s In~tlal Bond Resolution, and the Issuer may be required to carry out such covenants and obligations by all legal and equitable means, · nclud~ng, but w~thout llmltatlon, actlons for speclflc per- formance and the use and f~llng of mandamus proceedings, In any court of competent jur~sdlctlon, agalnst the Issuer, lts Board of D~rectors, and ~ts officials and employees, and (d) Certaln Modifications Prohlblted The Issuer covenants and agrees that ~t wlll not execute or permit the 21 execution of any contract or agreement, or terminate or amend the Agreement, ~n any manner that would relieve or abrogate the obligations of the User to make or pay, or cause to be made or paid, when due, all Installment Loan Payments, in the manner and to the extent required by the Agreement, th~s In~tzal Bond Resolution, and the Trust Indenture, or which would change or affect Sections 4 04, 4 05, 4 06, 6 O1 and 6 02 of the Agreement w~thout the written consent of all of the Bondholders and the Trustee Section 12 BONDS ARE SPECIAL OBLIGATIONS The Bonds are and shall be special revenue obligations of the Issuer payable solely from payments to be made under the Agreement, th~s Initial Bond Resolutzon, the Deed of Trust, the Guaran- tee, and the Trust Indenture, and the Bondholders shall never have the r~ght to demand payment thereof or the ~nterest thereon out of funds raised or to be raised by taxation, or from any source whatsoever other than the foregoing The Bonds are not and shall never be considered as obligations of the State of Texas, the Governmental Unzt, or any other pol~t~¢al subdivision or agency of the State of Texas, or of the Board of Directors of the Issuer, either individually or collectively Section 13 AMENDMENTS (a) Amendment with Consent of Owners of 51~ of Bonds Sub3ect to approval in writing by the Approving Officer of the User, the owners of 51% In aggregate principal amount of the then outstanding Bonds shall have the right from t~me to time to approve any amend- ment to any Bond Resolution, or to the Trust Indenture (provided that the Trustee must approve any amendment to the Trust Indenture), which may be deemed necessary or desirable by the Issuer, provided, however, that nothing herein con- tanned shall permit or be construed to permit the amendment, without the consent of the owner of each of the then out- standing Bonds affected thereby, of the terms and conditions of any Bond Resolution, the Bonds, or the Trust Indenture, so as to (1) change the Debt Service Fund requirements, interest payment dates, or the due date or dates, or the maturity or maturities of the outstanding Bonds, (2) reduce the rate of Interest borne by any of ,the outstanding Bonds, (3) reduce the amount of the principal of, redemption premium, if any, liquidated damages, if any, or interest on the outstanding Bonds, or ~mpose any conditions with respect to such payments, 22 (4) modify the terms of payment of principal of, redemption premium, if any, llq~/ldated damages, if any, or interest on the outstanding Bonds, or lmpose any cond~tlons w~th respect to such pay- ments, (5) affect the rights of the owners of less than all of the Bonds then outstanding, (6) decrease the minimum percentage of the prlnclpal amount of Bonds necessary for consent to any such amendment, or (7) alter the obligations of the User to pay Install- ment Loan Payments in the manner and to the extent provided in the Agreement, the Bond Resolution, and the Trust Indenture (b) Notice of Amendment If at any tlme the Issuer shall desire to amend any Bond Resolution, or the Trust Indenture, under this Section, the Issuer shall f~le a copy of the proposed amendment at the principal office of the Trustee and shall cause notice of the proposed amendment to be glven by registered or certified mall to the owner of each Bond as shown by the Bond Registration Books required by the terms hereof to be kept by the Trustee Such not~ce shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof ~s on f~le at the principal office of the Trustee for lnspectlon by all owners of Bonds (c) Consent to Amendment Whenever at any time not less than 30 days, and within one year, from the date of the g~v~ng of sa~d not~ce, the Issuer shall receive an ~nstru- ment or instruments executed by the owners of at least 51% · n aggregate principal amount of all Bonds then outstanding, which lnstrument or instruments shall refer to the proposed amendment described in said notlce and shall specifically consent to and approve such amendment, the Issuer may adopt the amendatory resolution ~n substantially the same form (d) Effect of Amendment Upon the adoption of any amendatory resolution pursuant to the provls~ons of this Section, any such Bond Resolution, or the Trust Indenture, shall be deemed to be amended in accordance with such amendatory resolution, and the respective rights, duties, and obligations under such amendatory resolution, or the Trust Indenture, of all the Bondholders shall thereafter be determined and exercised sub3ect in all respects to such amendments 23 (e) Consent of Bondholders Any consent given by a Bondholder pursuant to the provisions of this Sectlon shall be irrevocable for a period of slx months from the date of the giving of the notice provided for in this Section, and shall be conclusive and binding upon all future owners of the same Bond during such period Such consent may be revoked at any time after slx months from the date of the giving of such notice by the Bondholder who gave such consent, or by a successor in tltle, by f~llng notice thereof with the Trustee and the Issuer, but such revocation shall not be effective if the owners of 51~ in aggregate principal amount of the then outstanding Bonds have, prior to the attempted revocation, consented to and approved the amendment (f) Ownership of Bonds For the purpose of this Sectmon, the fact of being a Bondholder and the amount and numbers of such Bonds, and the date of being a Bondholder, may be conclusively presumed, or may be proved by the appropriate entries in the Bond Registration Books maintained by the Trustee as Registrar (g) Amendments Without Consent Notwithstanding the provisions of {a) through (f) of this Section, and without notice to the Bondholders of the proposed amendment and without the consent of the Bondholders, but sub3ect to approval of the Approving Officer and, in the case of any amendment to the Trust Indenture, with the approval of the Trustee, the Issuer may, at any time, amend any Bond Resolution, or the Trust Indenture, to cure any ambiguity or cure, correct, or supplement any defective or inconsistent provision contained therein, or make any other change that does not in any respect materially and adversely affect the interest of the Bondholders, provided that no such amendment shall be made contrary to the proviso to Section 13(a), and a duly certified or executed copy of each such amendment shall be filed w~th the Trustee Section 14 ESTABLISHMENT OF CONSTRUCTION FUND (a) Deposit of Bond Proceeds into Construction Fund Prior to or immediately after the sale and delivery of the Bonds authorized hereby, the Issuer shall establish the Construc- tion Fund w~th the Trustee, as defined in and required by the Agreement The Issuer shall deposit all of the proceeds from the sale and delivery of the Bonds authorized hereby into the Construction Fund The Trustee shall draw on and USe the Construction Fund as hereinafter provided The amount so deposited into the Construction Fund shall consti- tute the Loan made to the User by the Issuer as contemplated and provided in the Agreement 24 (b) Investment of Money in Construction Fund Any money held as part of the Construction Fund, other than the amounts described in Section 15(a), shall be invested or reinvested by the Trustee upon the wrltten direction of the Approvlng Officer in any obligations, including certificates of deposit The Trustee shall make no ~nvestments except as specifically directed in writlng by the Approving Officer The investments of the Construction Fund shall be deemed to be a part of the Construction Fund, and for the purpose of determln~ng the amount of money in the Construction Fund, such lnvestments shall be valued at their cost or market value, whichever is lower The income and profits, · ncludlng realized discount on obligations purchased, received from such investments shall be deposited ~n or credited to the Construction Fund, and any losses on investments shall be charged against the Construction Fund Upon the written direction of the Approving Officer the Trustee shall redeem or sell all or any designated part of such investments employing, in the case of a sale, any commercially reasonable method of effectlng the same The Trustee shall not be liable or responsible for any loss resulting from the redemption or sale of any such investment as herein authorized, except that (notwlthstand~ng any provisions of the Agreement) the Trustee shall be l~able for (1) any loss resulting from 1ts willful or negligent failure, within a reasonable time after receiving the written direction from the Approving Officer, to make, redeem, or sell any investment in the manner provided for herein, and (2) any loss resulting from the making, redeeming, or selling of any investment which was not authorized by written dlrect~on of the Approving Officer If the Trustee is unable, after reasonable effort and w~thln a reasonable time after receipt of the required written direction, to make, redeem, or sell any such investment, it shall so not~fy ~n writing the Approving Officer, and thereupon the Trustee shall be relieved of all liability or responsibility w~th respect thereto (c) Deposit of Accrued Interest~ Income~ and Profits Any accrued interest received from the sale of the Bonds, and, upon the written direction of the Approving Officer and to the extent that such use ~s consistent w~th the require- ments of Section 15(b)(v), all income and profits received from the investment of the Construction Fund, shall (as soon as practicable after any receipt thereof has been deposited in or credited to the Construction Fund) be transferred by the Trustee and deposited into the Debt Service Fund to be used to pay interest on the Bonds during the per~od of construction of the Pro3ect Section 15 PAYMENTS FROM CONSTRUCTION FUND (a) Issuer's Administrative Overhead Expenses and Other Costs 25 Immediately after the delivery of the Bonds authorized hereby, the Trustee shall pay directly out of the Construction Fund, promptly after receiving the bills or statements therefor, all of the actual expenses and costs of issuance of such Bonds, ~ncludlng, w~thout l~mltatlon, f~nanclng charges, printing and engraving expenses, the fees and expenses of accountants, financial advisors, and attorneys, and the ~nltlal fees and expenses of the Trustee (b) Reimbursement for and Payment of Cost of Project Sub3ect and subordinate to making the payments required by the preceding paragraph, the Trustee shall make an in,rial payment, if requested by the User ~n the manner described below for payments from the Construction Fund, to relmburse the User for any Cost of the Pro3ect, paid by the User prior to such date of delivery The Trustee shall make such · nitlal payment, if requested, and shall make any sub- sequent payments from the Construction Fund to enable the User to pay, or to reimburse the User for paying, any Cost of the Pro3ect, from time to time upon receipt by the Trustee of a request of the User s~gned by the Approving Officer Such request shall be accompanied by a certificate stating with respect to each payment as follows (1) the expenditures, in summary form, for which payment is to be made or for which relmbursement ~s requested, (Il) that the amounts requested are to be, or have been paid, by the User for property or to contractors, subcontractors, mater~almen, engineers, architects, or other persons who will perform or have performed neces- sary or appropriate services or wlll supply or have suppl~ed necessary or appropriate materials for the acquisition, construction, equipping, and furnishing of the Pro3ect, as the case may be, and that, to the best of h~s knowledge, the fair value of such property, services, or materials is not exceeded by the amounts requested to be paid, (~l) that no part of the several amounts requested to be paid to the User, as stated in such certificate, has been or is the basis for the payment of any money in any previous or then pending request, (iv) that the payment of the amounts requested will not result in a breach of any of the covenants of the User contained in the Agreement, and particularly those covenants in Sectlons 4 05 and 4 06 thereof, which relate to the Code and the Regulmt~ons, and 26 (V) that the expenditure of such amounts to be pa~d, when added to all previous d~sbursements from the Construction Fund, w~ll result ~n at least 90~ of the total of such d~sbursements, other than d~sbursements for lssuance expenses, being used to provlde land or property of a character sub3ect to the allowance for depreciation under the Code (which expenditures are amounts pa~d or ~ncurred which are, for federal ~ncome tax purposes, chargeable to the Pro3ect's capltal account or would be so chargeable e~ther w~th a proper elect~on by the User [for example, under Section 266 of the Code] or but for a proper elect~on by the User to deduct such amounts) Notwithstanding the foregoing, the Trustee shall not d~sburse to the User an amount ~n excess of $ -0- for costs of the Pro3ect relating to the acquisition of land (c) Reliance by Trustee The Trustee shall rely fully on any such request and certificate delivered pursuant to th~s Section and shall not be required to make any %nvestzgatzon zn connectzon therewzth If amounts pazd by the Trustee wzth respect to any portzon of the Pro3ect should exceed the cost thereof, the User shall promptly repay such overpayment znto the Constructzon Fund Sectzon 16 SURPLUS CONSTRUCTION FUNDS (a) Dlsposl- tzon of Surplus Funds The completzon of the Pro3ect shall be concluszvely evzdenced, and the date of completzon shall be establzshed by a wrltten certzfzcate of completzon to be szgned by the Approvzng Offzcer and delivered to the Trustee zmmedzately upon completzon of the Project If, upon the completion of the Pro]ect, there shall be any surplus funds remalnzng zn the Constructzon Fund not requzred to provzde for the payment of the Cost of the Pro3ect, or zf any funds are on hand zn the Constructzon Fund at the tzme of the release of the Trust Indenture under the terms thereof, then any such funds shall be used zmmedzately to prepay or redeem prznczpal znstallments of the Bonds, in znverse chrono- logical order, zn the manner set forth in the FORM OF BOND in Sectzon 5 for the prepayment or redemptzon of prznczpal installments of the Bonds wzth surplus Constructzon Fund moneys, to the extent of any such avazlable funds, provzded that przor to such use, the Issuer and the Trustee shall have been furnzshed wzth an unqualzfzed opznzon of Bond Counsel to the effect that the use of moneys from the Constructzon Fund for such purpose wzll be lawful and wzll not zmpazr the exemptzon of znterest on the Bonds from federal zncome taxatzon, and provzded, further, that the User shall deposzt znto the Constructzon Fund przor to such prepayment or redemptzon an amount suffzczent to cause the 27 total amount ~n the Constructlon Fund to be equal to (~) an · ntegral multiple of $1,000, or (~1) not less than all of the unpaid principal ~nstallment or installments to be prepaid or redeemed (b) D~sposzt~on of Construction Fun~ upon Acceleration and Redemption If the Trustee shall declare the principal of the Bonds and the interest accrued thereon ~mmedlately due and payable as the result of an Event of Default spec- ~f~ed in the Trust Indenture, or ~f the Bonds are optionally or mandatorily prepaid or redeemed prior to maturity as a whole ~n accordance w~th their terms, any amounts remaining · n the Construction Fund shall be used lmmedlately by the Trustee for the purpose of paylng principal of, redemptlon premium, ~f any, agreed llquldated damages, ~f any, and · nterest on the Bonds when due Section 17 DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS (a) Replacement Bonds In the event any of the outstanding Bonds authorlzed hereby ls damaged, mutilated, lost, stolen, or destroyed, the Issuer shall execute, and the Trustee shall authenticate, a new bond of the same principal amount and maturity of the damaged, mutilated, lost, stolen, or destroyed Bond in exchange and substitution for such Bond or ~n l~eu of and substitution for such Bond (b) Application for Substltute Bonds Application for exchange and substitution of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made to the Issuer In every case, the applicant for a substitute bond shall furnish to the Issuer and to the Trustee such security or · ndemnlty as may be requlred by them to save each of them and the Paying Agent harmless In every case of loss, theft, or destructlon of a Bond, the appllcant shall also furnish to the Issuer and to the Trustee evidence to thelr satisfaction of the loss, theft, or destruction, and of the ownership of such Bond In every case of damage or mutila- tion of a Bond, the applicant shall surrender the Bond so damaged or mutilated (c) No Default Occurred Notwithstanding the fore- going provisions of th~s Section, ~n the event any such Bond shall have matured, and no default has occurred which ~s then continuing ~n the payment of the principal of, redemp- tion premium, ~f any, agreed liquidated damages, if any/ or ~nterest on the Bond, the Issuer may authorize the payment of the same (w~thout surrender thereof except in the case of a damaged or mutilated Bond) instead of ~ssu~ng a substitute Bond, provided security or ~ndemnlty ~s furnished as above provided ~n th~s Section 28 (d) Charge for Issuing Substitute Bonds Prior to the issuance of any substitute bond, the Issuer and the Trustee may charge the owner of such Bond with all legal, printing, and other expenses in connection therewith Every substitute bond lssued pursuant to the provls~ons of th~s Sectlon by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractural obligation of the Issuer whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of the Trust Indenture and th~s Initial Bond Resolution equally and proportionately with any and all other Bonds duly issued under this Initial Bond Resolution (e) Authority for Issuing Substitute Bonds This Ini- tial Bond Resolution shall constitute sufflclent authority for the issuance of any such substitute bonds without neces- sity of further action by the Board of Directors of the Issuer or any other body or person, and the issuance of such substitute bonds ~s hereby authorized, notwithstanding any other provisions of this Initial Bond Resolution, except to the extent otherwise required by law Section 18 NO ARBITRAGE The Issuer and the User have covenanted to and with the purchasers of the Bonds that they will make no use of the direct or indirect proceeds thereof at any time throughout the term thereof which would cause the Bonds to be arbitrage bonds within the meaning of Section 103(c) of the Code or any Regulations or rulings pertalnlng thereto, and by this covenant the Issuer and the User are obligated to comply with the requirements of the aforesaid Section 103(c) and all applicable and pertinent Regulations relatlng to arbitrage bonds Section 19 FINDINGS Based upon the representations made by the User in the Agreement, the Board of Directors hereby affirmatively finds that (1) the Pro3ect ~s suitable for the promotion of commercial, industrial or manufacturing development and expansion, (11) the Pro3ect will have a direct, positive and favorable impact on employment in the Governmental Unit, and (111) that the Project is in further- ance of the public purposes as set forth in the Act Section 20 SALE OF THE BONDS At the specific request of the User, the Bonds are hereby authorized to be sold, and shall be delivered to First State Bank of Denton, Denton, Texas for the price of par and any accrued interest to the date of payment and delivery Section 21 TRUST INDENTURE For the purpose of addi- tionally securing the payment of the Bonds, the redemption premium, ~f any, the agreed liquidated damages, if any, and 29 the mnterest thereon, and for the purpose of provmd~ng for and fmxmng mn more detail the rmghts of the owners of the Bonds and of the Issuer, the User, and the Trustee, and for the purpose of makmng more effective the fmrst lien on and pledge of the payments to be made pursuant to the Agreement and this Initial Bond Resolution, a Trust Indenture ~n substantially the following form and substance shall be sxgned, sealed, and otherwise executed and delivered, for and on behalf of the Issuer, by the President and the Secretary of 1ts Board of Directors, after which the Trust Indenture shall be executed by the Trustee and shall become effective upon the delivery of the Bonds authormzed hereby 3O TRUST INDENTURE BETWEEN CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY AND FIRST STATE BANK OF DENTON, TRUSTEE (DALLAS DRIVE DEVELOPMENT GROUP PROJECT) Pursuant to and under this Trust Indenture the City of Denton Industrial Development Authority has granted a security interest in and assigned to First State Bank of Denton, Denton, Texas, as Trustee, all of its interests all "Installment Loan Payments" due pursuant to and under the "Loan Agreement between City of Denton Industrial Development Authority and Dallas Drive Development Group" (and in the "Loan Payment Guarantee" under the "Guarantee Agreement" attached to and made a part of said Loan Agree- ment) to secure its Revenue Bond, Series 1984 (Dallas Drive Development Group Project). DEBTOR City of Denton Industrial Development Authority City of Denton Municipal Building, 215 East McKlnney Denton, Texas 76201 SECURED PARTY- First State Bank of Denton 101 South Locust Denton, Texas 76201 TSK:12/03/84 Final TABLE OF CONTENTS (The Table of Contents is not a part of the Trust Inden- ture but is for convenience of reference only) PAGE Parties 1 Recitals 1 Granting Clause 3 ARTICLE 1. ACCEPTANCE OF TRUST 3 ARTICLE 2. DEBT SERVICE FUND AND CONSTRUCTION FUND 4 ARTICLE 3. NOTICE TO THE USER AND THE GUARANTOR 4 ARTICLE 4. ACCOUNTS AND RECORDS 4 (a) Separate Records to be Kept 4 (b) Annual Report 4 (c) Right to Inspect 5 ARTICLE 5. ENFORCEMENT OF RIGHTS IN CASE OF DEFAULT 5 (a) Appointment of Trustee and Rights of Holder 5 (b) Control by Trustee 5 (c) Events of Default 6 (d) Declaration of Principal and Interest Due 7 (e) Enforcement by Trustee 8 (f) Remedies Non-Exclusive 8 (g) Waiver of Defaults 8 (h) Discretion of Trustee 9 (1) Application of Moneys 9 (]) Judicial Proceedings 10 (k) Enforcement of Remedies W~thout Possession of Bonds 10 (1) Direction by Majority in Prlnclpal Amount of Bondholders 10 (m) Notice by Trustee 11 (n) Concurrence of Bondholders 11 (o) Default of Payments 11 (p) Notice to User of Past Due Payments 11 PAGE ARTICLE 6. CONCERNING THE TRUSTEE 12 (a) Not Accountable for Bond Proceeds 12 (b) Reliance by Trustee 12 (c) Compensation of Trustee from Debt Service Fund 12 (d) Limited ResponsibIlities 13 (e) Advice 13 (f) Trustee May Own Bonds 13 (g) Fees 14 ARTICLE 7. SUCCESSOR TRUSTEE 14 (a) ResignatIon of Trustee 14 (b) Removal of Trustee 14 (c) Appointment of Successor Trustee 14 (d) Transfer to Successor Trustee 15 (e) Merger or Consol~datlon of Trustee 16 ARTICLE 8. RELEASE OF INDENTURE AND SATISFACTION OF INDEBTEDNESS 16 ARTICLE 9. AMENDMENTS 16 ARTICLE 10. MISCELLANEOUS PROVISIONS 16 (a) Acknowledgements and OwnershIp of Bonds 16 (b) Trustee May Require Proof of Ownership 17 {c) Consent of Bondholders 17 (d) Survival of Valid Bonds 17 (e} Unclaimed Funds 18 (f) R~ghts of Parties 18 (g) Severablllty 18 (h) Law 18 ARTICLE 11. RECORDING 19 (a) Trustee to Record 19 (b) Non-Encumbrance 19 ARTICLE 12. NOTICE TO COMMISSION 19 Execution by the Issuer 20 Execution by the Trustee 20 TRUST INDENTURE THE STATE OF TEXAS CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY THIS TRUST INDENTURE, dated as of December 1, 1984, executed by and between CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY (the "Issuer"), a nonstock, nonprofit · ndustrlal development corporation organized and existing under the laws of the State of Texas, including particularly the Development Corporation Act of 1979, as amended (Article 5190 6, V A T C S ) (the "Act"), and First State Bank of Denton, Denton, Texas, a national banking association duly organized and existing under the laws of the United States of America and having its principal office an the City of Denton, Texas, as Trustee (the "Trustee") WITNESSETH THAT WHEREAS, a "Loan Agreement between City of Denton Industrial Development Authority and Dallas Drive Development Group", dated as of December 1, 1984 ( the "Agreement") has been duly executed between the Issuer and Dallas Drive Development Group (the "User"), with the User being a general partnership organized and existing under the laws of the State of Texas and being fully qualified to transact business in the State of Texas, and WHEREAS, attached to and made a part of the Agreement is a "Guarantee Agreement" between the Issuer G E Adam~, John S Adam~, Ted L Coe and James Shane (collectively the "Guarantor") whereunder the Guarantor has guaranteed all obligations of the User under the Agreement, and particularly the obligation of the User to make the Installment Loan Payments required therein, and WHEREAS, an executed copy of the Agreement, including the Guarantee Agreement, has been filed with the Trustee, and for all purposes of this Trust Indenture the term "Agreement" shall mean and include the Guarantee Agreement, and W~tEREAS, pursuant to the Agreement the Board of Directors of the Issuer has duly adopted a "RESOLUTION AUTHOR I Z I NG THE I S SUANCE OF C I TY OF DENTON I NDUSTR I AL DEVELOPMENT AUTHORITY REVENUE BOND, SERIES 1984 AND THE EXECUTION OF A TRUST INDENTURE (DALLAS DRIVE DEVELOPMENT GROUP PROJECT)", which, together w~th any amendment thereto, is hereinafter called and designated the "Initial Bond Resolution", and WHEREAS, the Initial Bond Resolution authorized the issuance of CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY REVENUE BOND, SERIES 1984 (DALLAS DRIVE DEVELOPMENT GROUP PROJECT), in the aggregate principal amount of $1,000,000, which together with any replacement bonds and any additional parity revenue bonds ("Additional Bonds") authorized to be lssued by the Initial Bond Resolution, are hereinafter collectively called the "Bonds"; and WHEREAS, a certified copy of the Initial Bond Resolutlon has been duly filed with the Trustee; and WHEREAS, pursuant to the Initial Bond Resolution, a certified copy of each resolution authorizing the issuance of each series or Issue of Additional Bonds shall be filed with the Trustee prior to the delivery thereof; and WHEREAS, as used in this Trust Indenture the word "Bond Resolution" shall mean and include collectively the Initial Bond Resolution (including the Trust Indenture prescribed and authorized to be executed in the Initial Bond Resolution) and, when adopted and filed with the Trustee, each resolution authorizing the issuance of Additional Bonds together with any supplemental resolutions or amendments to such resolutions or the Trust Indenture; and WHEREAS, pursuant to the Agreement and the Bond Resolu- tion and sub3ect to the terms and provls~ons thereof, the Bonds, the redemption premium, if any, agreed l~quldated damages, if any, and the interest thereon, are and shall be payable from and secured by a first lien on and pledge of the payments designated "Installment Loan Payments" to be made or paid, or caused to be made or paid, by the User and/or the Guarantor (or its or their successors or assigns under certain circumstances) to the Trustee, and WHEREAS, the User and the Trustee have entered ~nto a Deed of Trust and Security Agreement dated as of December 1, 1984 (the "Deed of Trust"), providing further security for the payment of the Installment Loan Payments for the benefit of the owners of the Bonds; and WHEREAS, for purposes of this Trust Indenture, the definitions of terms in the Agreement, the Deed of Trust, and the Bond Resolution are hereby adopted, and the terms used herein shall have the same meanings as such terms are given in sa~d Agreement, Deed of Trust, and Bond Resolution unless a different meaning is given herein; and WHEREAS, the Trustee has accepted the trusts created by this Trust Indenture, and in evidence thereof has joined in the execution hereof; and WHEREAS, thls Preamble constmtutes an mntegral part of this Trust Indenture NOW, THEREFORE, THIS TRUST INDENTURE WITNESSETH That the Issuer mn consmderatlon of the premmses and the acceptance by the Trustee of the trusts hereby created, and of the purchase and acceptance of the Bonds by the owners thereof, and for other good and valuable consldera- tmon, the recempt of which ms hereby acknowledged, and for the purpose of securlng and provldmng for the payment of the prlncmpal of, redemptmon premmum, if any, and mnterest on the Bonds at any tmme mssued and outstandlng, when due, any agreed lmquxdated damages, all fees and expenses of the Trustee and Regmstrar, and the Paymng Agents for the Bonds, and all other payments requmred to be made by the User and/or the Guarantor under the Agreement and the Bond Resolutlon, has granted a securmty interest mn, assigned, transferred, pledged, set over, and confmrmed, and by these presents does grant a securmty xnterest mn, assmgn, pledge, set over, and conf~rm unto the Trustee, and to ~ts successor or successors mn samd trust, and to its or themr asszgns, all and singular (~) all of its rzght, tmtle, and interest mn and to the Installment Loan Payments as required and provmded mn the Agreement and the Bond Resolution, (mi) the Debt Servmce Fund and the Constructmon Fund created by the Inmtmal Bond Resolutlon, and (mil) all of mts rmght, tmtle, and mnterest mn and to the "Loan Payment Guarantee", as deflned, requmred, and provmded mn the Guarantee Agreement upon, and sub3ect to the terms, condmtlons, stmpulatlons, covenants, agreements, trusts, uses, and purposes heremn- after expressed, and the Issuer and the Trustee have agreed, and they hereby agree and covenant wmth the respectmve owners from tmme to tmme of the Bonds as follows, to-wmt Artmcle 1 ACCEPTANCE OF TRUST The Trustee hereby accepts the trusts, dutmes, oblmgatmons, and requmrements mmposed on it by the Bond Resolutmon and thms Trust Indenture, and agrees to carry out and perform, punctually and effectmvely, such duties, oblmgatzons, and requmrements for the benefit of the Issuer, the User, the Guarantor, and the owners of the Bonds It ms further specmfmcally agreed that (1) the Trustee will act as a Paymng Agent for the Bonds at all tmmes whmle mt ms Trustee, (11) the Trustee will act as Registrar for the Bonds at all times while it is Trustee, (ill) the Trustee will authenticate each of the Bonds by executing the Trustee's Certlfmcate of Authentication appearing on each of the Bonds, as provmded in the Bond Resolutmon, and mt will so authentmcate the Bonds when requested by the Issuer, prmor to the delivery of the Bonds, at such time and mn such manner as dmrected by the Issuer, and (av) the Trustee wall remaan the Trustee under the Deed of Trust so long as at is the Trustee hereunder Article 2 DEBT SERVICE FUND AND CONSTRUCTION FUND The Debt Servace Fund and the Constructaon Fund created by the Inataal Bond Resolutaon are hereby confarmed and estab- lashed, respectively, in trust, wath the Trustee, and the Trustee agrees to hold, admanaster, deposit, secure, invest, and use saad funds in all respects as provaded and requared by the Agreement, the Bond Resolution, and thas Trust Inden- ture Artacle 3 NOTICE TO THE USER AND THE GUARANTOR On or before the 5th day praor to each date upon or before whach each Installment Loan Payment as requared by each Bond Resolution to be deposated anto the Debt Servace Fund, the Trustee shall gave written not~ce to the User and to the Guarantor, by hand delavery or farst class maal, postage prepaid, at such address as the User and the Guarantor shall from time to tame desagnate and fale ~n wrat~ng wath the Trustee, of the amount, af any, of each Installment Loan Payment requared by each Bond Resolution to be made by the User and/or the Guarantor to the Trustee and deposated by the Trustee anto the Debt Servace Fund, on or before such date Such notace shall gave a braef statement of the manner an whach the amount due was calculated, lncludang a showang of all credats on account of available moneys an the Debt Servace Fund The failure of the Trustee to glve, or %he User or the Guarantor to receive, any such notace shall not relaeve the User of ats uncond~taonal duty and oblagataon to make all deposits or payments of Installment Loan Payments to the Trustee as required by the Agreement and each Bond Resolutaon Artacle 4 ACCOUNTS AND RECORDS (a) Separate Records to be Kept The Trustee shall keep proper books of records and accounts, separate from all other records and accounts, zn whach complete and correct entr~es shall be made of all transactions relatang to the Installment Loan Payments, the Debt Servace Fund, and the Constructaon Fund (b) Annual Report Wathan 90 days after the close of each rascal year of the Trustee, the Trustee wall furnash to the Issuer, the User, the Guarantor, and any owner of any outstandang Bonds who may so request, a copy of a report by the Trustee coverang the precedang flscal year, showing the followang anformataon (1) a detailed statement concernang the receapt and daeposlt~on of all Installment Loan Payments and the d~sposat~on of the amounts an the Construction Fund (until the Construction Fund shall have been fully disposed of) (2) an asset statement or balance sheet of the Debt Service Fund and of the Constructmon Fund (until the Construction Fund shall have been fully disposed of) (c) Rmght to Inspect The Issuer, the User, the Guarantor, and the owners of any Bonds shall have the right, at all reasonable times and upon reasonable notice, to inspect all records, accounts, and data of the Trustee relating to the Debt Service Fund and the Construction Fund Article 5 ENFORCEMENT OF RIGHTS IN CASE OF DEFAULT (a) Appointment of the Trustee and Rights of the Holder The Trustee is hereby irrevocably appointed the special agent and representative of the owners of the Bonds and vested with full power in their behalf to effect and enforce the Agreement, this Trust Indenture, and the Bond Resolution for thelr benefit as provided heremn and in the Bond Resolutlon, but anythlng contamned in this Trust Indenture to the contrary notwithstanding, the owners of a ma3orlty mn aggregate principal amount of the Bonds then outstanding, In case of any subsisting Event of Default (herelnafter defined) or of any other event entltllng the Trustee to proceed hereunder, shall have the right from time to tlme to direct and control the Trustee in connection wmth the enforcement of any of the provlslons of the Agreement, this Trust Indenture, and the Bond Resolution, and any other Droceedlngs taken by virtue of any provisions of the aforesaid ~nstruments, lncludmng the right to have withdrawn and dlscontmnued at any stage thereof any proceedings taken hereunder by the Trustee, provided that the Event of Default upon which such proceedings were based and all other Events of Default hereunder shall have been remedied and made good Anythlng contained in this Trust Indenture to the contrary notwlthstandmng, each owner of any Bond shall have a right of actlon to enforce the payment of all amounts due with respect to any Bond owned by him when or after the same shall have become due, at the place, from the sources, and ~n the manner expressed mn the Agreement, the Bond Resolution, or thms Trust Indenture, provided that no right of actlon shall exmst subsequent to the time of wamver of an Event of Default in the payment of any such amount so due and such Event of Default havlng been remedied and F Se good, as provided in Article 5(g) (b) Control by Trustee Except as otherwise provided In this Article, the rlghts of actmon wlth respect to thms Trust Indenture shall be exerclsed by the Trustee and no owner of any Bond shall have any right to lnstmtute any 5 SUlt, action or proceeding at law or equity for the appoint- ment of a receiver or for any other remedy hereunder or by reason hereof unless and until in addition to the fulfillment of all other condlt~ons precedent speclf~ed ~n this Trust Indenture, the Trustee shall have received the written request of the owners of not less than 25% in aggregate principal amount of the Bonds then outstanding and shall have been offered reasonable lndemn~ty and shall have refused, or for 30 days thereafter neglected, to institute such suit, action, or proceeding, and it is hereby declared that the making of such request and the furnishing of such indemnity are in each case conditions precedent to the execution and enforcement by any owner of any Bond of the powers and remedies given to the Trustee hereunder and to the institution and maintenance by any owner of any Bond of any action or cause of action for the appointment of a receiver or for any other remedy hereunder, but the Trustee may, in ~ts discretion, or when duly requested in writing by the owners of at least 25~ in aggregate principal amount of the Bonds then outstanding and upon being furnished indemnity satisfactory to the Trustee against expenses, charges, and liability shall, forthwith take such appropriate action by 3udlclal proceedings or otherwise to enforce the covenants of the User, the Guarantor, and the Issuer as the Trustee may deem expedient in the interest of the owners of the Bonds (c) Events of Default Any one or more of the follow- lng events shall constitute and hereinafter shall be called an "Event of Default" (1) the failure by the Issuer to make due and punctual payment of principal of, redemption premium, if any, and interest on the Bonds, whether payment is required at maturity or by call for redemption or otherwise, provided, however, that ~f such failure shall arise other than by reason of a default by the User under the Bond Resolution and the Agreement, the continuation of such failure for two days (2) the failure of the User or the Guarantor to make or pay, or cause to be made or paid, any Installment Loan Payment, or any part thereof, when and to the extent due and required by the Agreement or the Bond Resolution (3) the dissolution or llqu~datlon of the User or the Guarantor zn any manner not specifically authorized by the Agreement, or the f~llng by the User or the Guarantor of a voluntary petition in bankruptcy or failure by the User or the Guarantor promptly to lift or suspend any execution, garnishment, or attachment of 6 such consequence as will materially impair ~ts ability to carry out its obligations under the Agreement or the Bond Resolution, or the commlss~on by the User or the Guarantor of any act of bankruptcy, or failure of the User or the Guarantor generally to pay ~ts debts as they become due, or entry of an order for relief of the User or the Guarantor in a bankruptcy case of the User or the Guarantor or assignment by the User or the Guarantor of a substantial port~on of its assets for the benefit of its creditors, or the entry by the User or the Guarantor into an agreement of composltlon with its creditors, or the entry of an order or decree applicable to the User or the Guarantor ~n any proceeding for ~ts reorganlzat~on or arrangement in any proceedings instituted under the provisions of any applicable federal or state bankruptcy statutes, lnclud~ng the federal Bankruptcy Code, as they now ex~st or are hereafter amended or enacted (4) the User or the Guarantor defaulting ~n the observance or performance of any other of its covenants, conditions, or obligations in the Bonds, the Agreement, the Bond Resolution, or this Trust Indenture, and the User or the Guarantor not remedying such default within 60 days after written notice to do so has been received by the User and the Guarantor from the Trustee or the owners of the Bonds, and the Trustee may serve such notice, ~n its discretion, or shall serve such notice at the written request of the owners of not less than 25% in aggregate principal amount of the Bonds then outstanding (5) the failure by the User to observe or perform any covenant or condition specified in the Deed of Trust (d) Declaration of Principal and Interest Due Upon the happening of an Event of Default, the Trustee may, in 1ts discretion, or upon the written request of the owners of at least 25% in aggregate prlnclpal amount of the Bonds then outstandlng, and upon being indemnIfied to the satisfaction ~f the Trustee, shall, declare the principal of all Bonds then outstanding and the ~nterest accrued thereon immed~ately due and payable, and such principal and interest, together w~th any applicable agreed l~qu~dated damages, and any applicable redemption premium, and any other amounts then due, shall thereupon become and be immediately due and payable, anything ~n the Bonds, the Agreement, the Bond Resolution, or this Trust Indenture to the contrary notwithstanding (e) Enforcement by Trustee Upon the happening of an Event of Default, the Trustee may, in lts d~scretlon, or upon the written request of the owners of at least 25% in aggregate principal amount of the Bonds then outstanding, and upon being ~ndemn~f~ed to the satisfaction of the Trustee, shall, take such appropriate action by 3ud~c~al proceedings or otherwise to cure the Event of Default and/or to require the User and/or the Guarantor, or the Issuer to carry out ~ts or their covenants and obligations under and w~th respect to the Bonds, the Agreement, the Bond Resolution, or th~s Trust Indenture, including wzthout limztatzon, the use and fzlzng of actzons for speczflc performance, and mandamus proceedings, zn any court of competent ]urzsdzctzon, agaznst the Issuer, ~ts Board of Directors, and zts offzcers, employees, and/or agents, and to obtazn 3udgments agaznst the User and/or the Guarantor for any Installment Loan Payments due but unpazd into the Debt Servzce Fund, or for any other amounts due hereunder, under the Bond Resolutzon, or under the Agreement, zncludzng all amounts due wzth respect to the Bonds then outstandzng if declared due and payable as provzded herezn (f) Remedles Non-Excluszve No remedy herezn conferred upon or reserved to the Trustee zs zntended to be ex¢luszve of any other avazlable remedy or remedzes, but each and every such remedy shall be cumulatzve and shall be zn addztzon to every other remedy gzven hereunder or under the Agreement, the Bonds or the Bond Resolution, or now and hereafter exzstzng at law or zn equzty or by statute No delay or omission to exercise any right or power accruing upon the happenzng of an Event of Default contznuzng as aforesazd shall zmpazr any such right or power or shall be construed to be a wazver of any such Event of Default or acquzescence thereln, and every such right and power may be exerczsed from tzme to tzme and so often as may be deemed expedzent (g) Wazver of Defaults The Trustee may, and upon the wrztten request of the owners of a ma]orzty zn aggregate prznczpal amount of the Bonds then outstandzng shall, wazve any Event of Default hereunder and zts consequences, except that an Event of Default zn the payment of Installment Loan Payments, or zn the payment of any amounts wzth respect to the Bonds when and as the same shall become due and payable, may be wazved only zf, the Event of Default therezn shall have been remedzed and made good In case of any such waiver, the Issuer, the User, the Guarantor, the Trustee, and the owners of the Bonds shall be restored to thezr former posztzon and rzghts hereunder respectively, but such wazver shall not extend to any subsequent or other Event of Default or zmpazr any rzght consequent thereon 8 (h) Discretion of Trustee In the event the Trustee shall recelve conflicting or lncons~stent requests and · ndemn~ty from two or more groups of owners of Bonds, each representing less than a majority of the aggregate principal amount of Bonds then outstanding, the Trustee 1n its sole d~scret~on may determine what action, 1f any, shall be taken, notwithstanding any other provisions of this Trust Indenture (~) Appl~catlon of Moneys All money collected by the Trustee pursuant to the exercise of the remedies and powers provided ~n th~s Article, together wlth all other sums which then may be held by the Trustee under any provision of th~s Trust Indenture or the Deed of Trust as security for the Bonds, shall be applied as follows FIRST to the payment of the costs and expenses of the proceedlngs whereunder such money was collected, including a reasonable compensation to the Trustee, its agents, attorneys, and all other necessary or proper expenses, liabilities, and advances incurred or made by the Trustee under th~s Trust Indenture, and to the payment of all taxes, assessments, and liens superior to the lien of this Trust Indenture SECOND to the payment of matured interest on the Bonds, ~ncludlng, to the extent legally permissible, interest thereon at the rate of 15~ per annum from due date to date of payment THIRD to the payment of principal of, redemption premium, ~f any, and agreed llquldated damages, if any, on the Bonds which have been called for redemption as permitted or required by the Bond Resolution or have matured as provided thereby, and interest thereon, to the extent legally perm~sslble, at the rate of 15~ per annum from the date of redemption or maturity to date of payment FOURTH to the payment of principal of the Bonds which have become due by virtue of the declaration of the Trustee pursuant to Article 5(d), and interest thereon, to the extent legally perm~sslble, at the rate of 15~ per annum from the date declared due to date of payment FIFTH to the payment of the surplus, if any, to whomsoever may be lawfully entitled to receive the same, or as a court of competent 3urlsd~ctlon may direct 9 If in making distribution pursuant to the order above stated, the amount available for d~str~butlon ~n a particular classification shall be insufficient to pay in full all of the items in such classification, the amount available for d~str~butlon to items an such classification shall be prorated among such items an the proportion that the amount each item bears to the total of all such items Notwithstanding anything contained in this Trust Indenture to the contrary, ~f the Trustee shall declare the principal of all Bonds then outstanding and the interest accrued thereon Immediately due and payable as the result of an Event of Default, or if the Bonds are to be redeemed as a whole pursuant to mandatory redemption provisions provided an the Bond Resolution, or if the User shall exercise any option to redeem the Bonds as a whole in accordance with their terms, any amounts remaining in the Construction Fund shall be deposited in the Debt Service Fund and applied by the Trustee as provided in this subsection (1) (3) Judicial Proceedings In any ]udlclal proceeding an which the Issuer is a party and which, an the opinion of the Trustee and its counsel, has a substantial bearing on the Interests of the owners of the Bonds, the Trustee, if permitted by the court having 3urlsdlctlon over such pro- ceedlng, may, an its discretion, or upon the written request of the owners of at least 25~ in aggregate prlnc~pal amount of the Bonds then outstanding, and upon being indemnified to the satisfaction of the Trustee, shall, intervene on behalf of the owners of the Bonds to assert the rights of such owners (k) Enforcement of Remedies Without Possession of Bonds All rights of action or other rights under this Trust Indenture or otherwise may be brought by the Trustee in its own name as Trustee of an express trust and may be enforced by the Trustee without the possession of any of the Bonds, or the production thereof on the trial or other proceedings relative thereto (1) Direction by Ma3orlty an Principal Amount of Bondholders It Ks expressly provided, however, that the owners of a ma3orlty an aggregate principal amount of the Bonds then outstanding, or a committee representing, pursuant to a written appointment filed w~th the Trustee, the owners of a ma3orlty an aggregate principal amount of the Bonds then outstanding, shall have the right, at any time, by an instrument or ~nstruments an writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken ~n connection with the enforcement of the Trustee's rights and remedies under the Agreement or the rights of the owners of the Bonds or the Trustee's rights and remedies under the Bond Resolution 10 and this Trust Indenture, and may exercise any right or perform any action hereunder, with the same effect as the Trustee under this Trust Indenture, provided, that such direction shall not be otherwise than in accordance with the provisions of law and of this Trust Indenture, and provided that the Trustee shall be indemnified to 1ts satisfaction (m) Notice By Trustee The Trustee shall not be re- quired to take notice nor be deemed to have notice of any default specified in this Trust Indenture, except for those Events of Default specified in Article 5(c)(1) and 5(c)(2), unless specifically notified in writing of such default by the owners of at least 25~ in aggregate principal amount of the Bonds then outstanding (n) Concurrence of Bondholders In determining whether the owners of a requIsite aggregate principal amount of Bonds outstanding have concurred in any request, demand, authorization, direction, notice, consent, or waiver under this Trust Indenture or the Bond Resolution, Bonds owned by or for the account of the User or any person controlled by, controlling, or under common control of the User and/or the Guarantor, shall be disregarded and deemed not to be outstanding for the purpose of any such determination, provided however, that for the purpose of determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, d~rectlon, not~ce, consent, or waiver, only Bonds of which the Trustee has actual knowledge of such ownership shall be so dIsregarded (o) Default of Payments In the event of a default in the payment of any Installment Loan Payment, or in the per- formance of any agreement or covenant contained in the Bonds, the Agreement, the Bond Resolution, or this Trust Indenture, such payment and performance may be enforced by the Trustee by mandamus, specific performance, or by the appointment of a receiver (in equity with power to charge and collect Installment Loan Payments) in accordance with the Agreement, the Bond Resolution and this Trust Indenture (p) Notice to User of Past Due Payments Pursuant to the Agreement, Installment Loan Payments are to be pa~d by the User and/or the Guarantor directly to the Trustee In the event that any such payments are not t~mely made, the Trustee shall immediately notify the User and the Guaraqtor by wire at the address provided in the Agreement or _Dy telephonic notice with confirmation of such notice by wire, that payment has not been made Such notice shall be deemed given at the time the wire is received or telephonic notice is given, whichever is earlier Failure of the Trustee to give, or the User or the Guarantor to receive, such notice shall not relieve the User or the Guarantor of any covenant 11 or obligation under the Agreement, the Bond Resolution or th~s Trust Indenture and shall not constitute a waiver of a~y Event of Default under th~s Trust Indenture Article 6 CONCERNING THE TRUSTEE The Trustee accepts the trust ~mposed upon ~t by th~s Trust Indenture, but only upon and sub3ect to the following express terms and condit~ons (a) Not Accountable for Bond Proceeds In no event shall the Trustee be l~able except for its negligence or willful m~sconduct ~n relation to ~ts duties under th~s Trust Indenture and the Bond Resolution The Trustee shall not be responsible for any recitals here~n, ~n the Bonds, the Bond Resolution, the Agreement, or for the sufficiency of the security for the Bonds The Trustee shall have no responsibility hereunder except to the extent of the duties placed upon the Trustee to hold, administer, deposit, secure, ~nvest, and use the Debt Service Fund and the Construction Fund as expressly required by the Bond Resolution, to the extent funds for such purposes are received by the Trustee, and to perform the other express covenants and agreements made by the Trustee under the provlslons of th~s Trust Indenture and the Bond Resolutzon The Trustee acknowledges that under the Initial Bond Resolution it has the duty not to disburse to the User from the Construction Fund an amount in excess of $-0- for costs of the Pro3ect relating to the acquisition of land (b) Reliance by Trustee The Trustee may rely and shall be protected ~n acting or refraining from acting ~n accordance w~th the provisions of th~s Trust Indenture and ~he Bond Resolution upon any notlce, requisition, request, consent, certificate, order, affldavlt, letter, telegram, or other paper or document believed by it to be genuine and correct and to have been s~gned or sent by the proper person or persons, and the Trustee shall not be bound to recognize any person as an owner of Bonds or to take any action at bls request, unless the Bond or Bonds owned by such owner of Bonds shall be registered ~n the name of such owner on the Bond Reg~stratlon Books kept by the Trustee Any action taken by the Trustee pursuant to th~s Trust Indenture upon the request or authority or consent of any person who, at the time of making such request, or giving such authority or consent, ~s the owner of any Bond secured hereby, shall be conclusive and b~nd~ng upon all future owners of the same Bond and of Bonds ~ssued ~n exchange therefor or ~n place thereof (c) Compensation of Trustee from Debt Service Fund There shall be pa~d from the Debt Service Fund the Trustee's reasonable compensation, and ~ts reasonable expenses, 12 advances, and counsel fees, and its liabilities ~ncurred in and about the execution of the trusts hereby created and the exercise and performance of the powers and duties of the Trustee hereunder (except l~ab~l~t~es ~ncurred as a result of the negligence or w~llful m~sconduct of the Trustee, or as provided In the Bond Resolution), and the reasonable cost and expenses, lncluding counsel fees, of defending agalnst liabilities (d) Limited Responslblllt~es The responslb~lltles of the Trustee elsewhere set forth hereln shall be further l~mlted as follows FIRST the Trustee shall not be l~able wlth respect to any action taken or omitted to be taken by ~t in good faith ~n accordance with a direction of the owners of Bonds pursuant to any provision of thls Trust Indenture relating to the t~me, method, and place of conductlng any proceeding for any remedy available to the Trustee, or exerc~slng any trust or power conferred upon the Trustee, under this Trust Indenture SECOND no provision of this Trust Indenture shall require the Trustee (1) to expend or r~sk ~ts own funds or otherwzse zncur any flnanclal lzabzllty in the performance of any of zts dutzes hereunder, or zn the exerczse of any of zts rzghts or powers, if ~t shall have reasonable grounds for belzevzng that repayment of such funds or adequate zndemnzty against such risk or lzablllty zs not reasonably assured to zt, nor (2) to take any actlon, whether or not dzrected to take such actzon by the owners of Bonds, pursuant to thzs Trust Indenture, whzch in the 3udgment of the Trustee would conflict wzth any rule of law, or wzth the terms of thzs Trust Indenture, or would be un3ustly pre3udlczal to the owners of Bonds not taking part zn such dzrectlon When acting pursuant to the dzrectlon of any owners of Bonds pursuant to thzs Trust Indenture, the Trustee may take other action deemed proper by the Trustee whzch is not znconszstent with such dzrectzon, provzded, however, that the terms of thzs subparagraph SECOND shall not impose any addztlonal dutles or responszbzlztzes upon the Trustee and shall not be construed to lzmzt the effect of subparagraph FIRST of this paragraph (d) (e) Advzce The Trustee may act upon the professional opznzon or advice of any legal counsel, engzneer, accountant, or other expert, reasonably belzeved by the Trustee to be quallfzed in relation to the sub3ect matter, whether retazned by the Trustee or the Issuer or otherwzse, and the Trustee shall not be responsible for anything 13 suffered or done or not done by it mn good famth mn accordance with any such opmnlon or advice (f) Trustee May Own Bonds Except as prohibited by law, the Trustee may become the owner of any of the Bonds secured by this Trust Indenture with the same rmghts which ~t would have mf mt were not the Trustee, and nothing heremn contained shall be construed to prohibit the Trustee, emther as principal or agent, from engaging in or bemng interested in any financial or other transaction with the Issuer or the User or from acting as depository, trustee, or agent for any committee or body of owners of the Bonds or of other obllga- tmons of the Issuer as freely as if it were not the Trustee (g) Fees The Issuer has agreed with the User mn the Agreement and the Bond Resolution provides that, as part of the Installment Loan Payments the User shall pay to the Trustee ~ts charges for performing the dutmes of Trustee, Regmstrar, and Paying Agent for the Bonds It is agreed by the Trustee that the User may, without causmng or creatmng a default or Event of Default hereunder, contest mn good faith (and withhold payment of the contested amount until such contest is resolved) the reasonableness of any of the fore- going charges for services All payments due the Trustee for such charges, fees, or expenses shall be paid by the User and no such charges, fees, or expenses shall be charged agamnst or be payable by the Issuer, except the initial fees and expenses of the Trustee which are paid as part of the costs of issuance of the Bonds Article 7 SUCCESSOR TRUSTEE (a) Resignation of Trustee The Trustee at the time acting hereunder may at any time resmgn and be discharged from all trusts created by this Trust Indenture by giving not less than 60 days written notice to the Issuer, the User, the Guarantor, and to any owners of Bonds as shown on the Bond Regmstratlon Books, and such resmgnatlon shall take effect upon the appointment of a successor Trustee by the owners of Bonds or by the Issuer as heremnafter provided (b) Removal of Trustee The Trustee may be discharged and removed at any tmme by an instrument or concurrent instruments in writing, delivered to the Trustee and to the Issuer, and signed by the owners of a ma3orlty mn aggregate principal amount of the then outstandmng Bonds (c) Appointment of Successor Trustee In case the Trustee hereunder shall resmgn or be removed, or be dmssolved, or shall be mn course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Trustee shall be taken under the control of any publmc officer or officers, or of a recemver 14 appointed by a court, a successor may be appointed by the owners of s ma3ority in aggregate principal amount of the ~hen outstanding Bonds by an instrument or concurrent instruments in writing, signed by such owners of Bonds, or by their attorneys in fact duly authorized in writing, and delivered to the Issuer, provided, nevertheless, that in any such event the Issuer by an instrument executed by authority of a resolution of its Board of Directors and signed by the President and by the Secretary of such Board, may appoint a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed by the owners of Bonds in the manner above provided, and any such temporary Trustee so appointed by the Issuer shall immediately and without further act be superseded by the Trustee so appointed by such owners of Bonds Every such successor or temporary Trustee shall be a trust company or bank in good standing located in the State of Texas, and having a capital and surplus of not less than Twenty-Five Million Dollars (,$25,000,000), if there be such a trust company or bank ~llllng, qualified, and able to accept the trust upon =easonable and customary terms In the event that no appointment of a temporary or successor Trustee shall be made pursuant to the foregoing provisions of this Article within 60 days after the Trustee gives written notice of resignation or the Trustee is removed, any owner of Bonds or any retiring Trustee may apply to any court of competent 3urlsdictlon for the appointment of a successor Trustee, and such court may thereupon, after such notice, if any, as it shall deem proper, prescribe or appoint a successor Trustee (d) Transfer to Successor Trustee Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to its predecessor, the Issuer, the User, and the Guarantor an Instrument in writing accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed, or conveyance, shall become fully vested with all the estates, r~ghts, powers, trusts, duties, and obligations hereunder of 1ts predecessor, but such predecessor shall nevertheless, on the written request of the Issuer, execute and deliver an instrument transferring to such successor Trustee all of the estates, mights, powers, and trusts of such predecessor hereunder, and every predecessor Trustee shall deliver all securities and money held by it to its successor, provided, however, that before any such delivery is required or made, all reasonable, customary, and legally accrued fees, advances, and expenses of such predecessor Trustee shall be paid in ~ull Should any deed, assignment, or instrument in writing from the Issuer be required by any successor Trustee for more fully and certainly vesting in such Trustee the estates, rights, powers, and duties hereby vested or · ntended to be vested in the predecessor Trustee, any and 15 all such deeds, assignments, and instruments in writing shall, on request, be executed, acknowledged, and delivered by the Issuer (e) Merger or Consolidation of Trustee Any corpora- tlon or assoczat~on into which the Trustee, or any successor to ~t in the trusts created by th~s Trust Indenture, may be merged or converted or with which ~t or any successor to ~t may be consolidated, or any corporation or association resulting from any merger, conversion, or consolidation to which the Trustee or any successor to it shall be a party, shall be the successor Trustee under th~s Trust Indenture w~thout the necessity of the execution or fll~ng of any paper or any other act on the part of any of the part~es hereto anything here~n to the contrary notwithstanding Article 8 RELEASE OF INDENTURE AND SATISFACTION OF INDEBTEDNESS If, when the Bonds shall have become due and payable ~n accordance w~th their terms or otherwlse as provided in thls Trust Indenture or shall have been duly called for redemption, and the whole amount of the pr~ncipal, redemption premium, ~f any, and the ~nterest so due and payable upon all of the Bonds, and the agreed l~quldated damages, ~f any, w~th respect to the Bonds then due, shall be pa~d, or suff~clent money shall be held by the Trustee for such purpose, and provls~on shall also be made for paying all other sums payable hereunder and/or under the Agreement and/or the Bond Resolution by the User, then and in that case all r~ght, t~tle, and interest of the Trustee in these presents and the estate and rlghts hereby granted shall thereupon cease, determlne, and become void, and the Trustee ~n such case shall release this Trust Indenture and shall execute such documents to evldence such release as may be reasonably required by the Issuer, the User, and the Guarantor, and shall turn over any surplus funds held by it to whomsoever may then be entitled pursuant to the Bond Resolution, the Agreement, or by law to receive the same, and thereupon this Trust Indenture shall terminate and be of no effect, provided, that until the Bonds are flnally pald, the Trustee shall contlnue to act as Paying Agent and Regls- trar for the Bonds Article 9 AMENDMENTS This Trust Indenture may be amended only as provided ~n the Bond Resolution, provlded, however, that Additional Bonds may be lssued pursuant to the Bond Resolution as provlded therein, and may be secured by this Trust Indenture w~thout the necessity of amending or supplementing th~s Trust Indenture Article 10 MISCELLANEOUS PROVISIONS (a) Acknowledgments and Ownership of Bonds Any request, d~rect~on, consent, or other ~nstrument required by th~s 16 Trust Indenture to be signed or executed by owners of Bonds may be ~n any number of concurrent writings of similar tenor and may be signed or executed by such owners of Bonds ~n person or by an agent appointed in writing Proof of the execution of any ~nstrument, or of the writing appointing such agent, and of the ownership of the Bonds, if made in the following manner, shall be sufficient for any purpose of this Trust Indenture and shall be conclusive in favor of the Trustee w~th regard to any action taken by it under such instrument (1) the fact, date, and due authorization of the execution by any person of any such instrument may be proved by the certificate of any officer in any 3urls- d~ctlon, who, by the laws thereof, has power to take acknowledgments wlthmn such ]urlsd~ct~on to the effect that the person slgnlng such instrument acknowledged before him the execution thereof, or by an affidavit of a witness to such execution (11) the fact of the ownlng of the Bonds by any owner thereof, the amount and numbers of such Bonds, and the date of his owning same may be proved by the appropriate entries in the Bond Registration Books maintained by the Trustee as Registrar The Trustee may conclusively assume that such ownership contlnued until ownershlp of the Bonds ~s transferred on the Bond Registration Books by the Trustee (b) Trustee May Require Proof of Ownership Nothing contained in this Article shall be construed as limiting the Trustee to the proof here~nabove specified, ~t being intended that the Trustee may accept any other or additional evidence of the matters herein stated which it may deem sufficient (c) Consent of Bondholders Unless otherwise provided in the Bond Resolution, any request or consent of any owner of Bonds shall bind every future owner of the same Bond in respect of anything done by the Trustee in pursuance of such request or consent In the event of the d~ssolutlon of the Issuer, all of the covenants, stipulations, promises, and agreements in this Trust Indenture contained by, on behalf of, or for the benefit of the Issuer, shall b~nd or inure to the benefit of the successor or successors of the Issuer from time to time and any officer, board, or commlsslon'_to whom or to which any power or duty affecting such covenants, stlpulatlons, promises, and agreements shall be transferred by or ~n accordance w~th law (d) Survival of Valid Bonds If any Bond shall not be presented for payment when the principal thereof becomes 17 due, either at maturity or at the date fixed for redemption thereof or otherwise, all liability of the Issuer and the User to the owner thereof and to the Trustee for the payment of such Bond shall forthwith cease, determine, and be completely discharged whenever funds sufficient to pay such Bond shall be paid to the Trustee by the User, and such funds shall be segregated by the Trustee and held ~n trust for the benefit of the owner of such Bond who shall thereafter be restricted exclusively to such funds for the satisfaction of any claim of whatever nature on his part relating to such Bond (e) Unclaimed Funds Any money deposited with the Trustee in trust for the payment of the principal of, redemption premium, if any, agreed liquidated damages, if any, or Interest on any Bond and remaining unclaimed for slx years after such principal of, redemption premlum, if any, agreed l~quldated damages, if any, or ~nterest on such Bond has become due and payable shall be paid to the User, provided, however, that before the Trustee shall be required to make any such repayment, the Trustee may at the expense of the User cause to be published at least once, in a financial newspaper, 3ournal, or publication of general circulation in The C~ty of New York, New York, or ~n the State of Texas, a notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the User After the payment of such unclaimed moneys to the User, the owner of such Bond shall thereafter look only to the User for the payment thereof, and all liability of the Trustee with respect to such money shall thereupon cease (f) R~hts of Parties Except as herein otherwise expressly provided, nothing in this Trust Indenture expressed or implied is intended or shall be construed to confer upon any person, firm, or corporation other than the User, the Guarantor, the Issuer, the Trustee, and the owners of Bonds, any r~ght, remedy, or claim, legal or equitable, under or by reason of this Trust Indenture or any covenant, condition, or stipulation contained herein (g) Severabllity In case any one or more of the provisions of this Trust Indenture or of the Bonds, shall be held to be invalid or ineffective as to any person or ¢lrcumstance, the remainder thereof and the application of SUCh provls~on to persons or circumstances other than those as to which it is held invalid shall not be affected thereby 18 (h) Law The valldmty, mnterpretatmon, and performance of thms Trust Indenture shall be governed by the laws of the State of Texas Article 11 RECORDING (a) Trustee to Record The Issuer shall cause the Agreement and thms Trust Indenture to be fmled mn such manner and in such places as are now requmred by law to establish mnmt~ally the lien of thms Trust Indenture, and the prmormty thereof The Trustee shall (1) cause each memorandum, fmnancmng statement, or contmnuatmon statement wmth respect to the Agreement and th~s Trust Indenture to be fmled, regmstered, and recorded and to be reflled, rereglstered, and rerecorded in such manner and mn such places as may be required by any present or future law mn order to publmsh notmce of and fully to protect the lien of this Trust Indenture and to publish notmce of and to protect the rmghts and security of the owners of the Bonds and the rights of the Trustee under the Agreement, the Bond Resolutmon, and thms Trust Indenture and (2) perform or cause to be performed from tmme to tmme any other act as requlred by law, and execute and fmle or cause to be executed and fmled any and all mnstruments of further assurance, that may be necessary for such publmcatlon and protection The Issuer shall, when so requested by the Trustee, execute all such mnstruments, memoranda, or statements necessary to mamntamn, protect, or preserve the Interests assmgned to the Trustee under thms Trust Indenture (b) Non-Encumbrance This Trust Indenture ms, and always wmll be kept, a dmrect lmen and securmty mnterest upon the Installment Loan Payments, the Debt Servmce Fund, and the Constructmon Fund, and the Issuer wmll not create or suffer to be created any lmen prmor to or on a parlty wmth the lmen of thms Trust Indenture or any part thereof Artmcle 12 NOTICE TO COMMISSION If the User falls to tlmely make or pay any Installment Loan Payment, or upon recemvmng notmce that a Fmnal Determmnatmon of Taxabmlmty has occurred, or mf the Trustee ms notmfmed by the Internal Revenue Servmce that the interest on the Bonds ms, or may be, sub3ect to federal lncome taxatmon, the Trustee promptly shall inform the Commission of such an occurrence, by sendmng written notmce to the followmng address Texas Econommc Development Commmss~on Attentmon Executive D~rector 410 East F~fth Street Box 12728, Capmtol Statmon Austmn, Texas 78711 or the latest address speclfmed by samd Commlsslon in 19 writing IN WITNESS WHEREOF, the Issuer acting through 1ts Board of Directors, has caused this Trust Indenture to be executed in multiple counterparts, each of which shall be considered an original for all purposes, in ~ts name, and for and on its behalf, by the President of such Board and attested by the Secretary of such Board, and its corporate seal to be hereto affixed, and the Trustee, to evidence 1ts acceptance of the trusts hereby created and vested in it, has caused this Trust Indenture to be executed in multiple counterparts, each of which shall be considered an original for all purposes, in 1ts behalf by one of 1ts duly authorized officers, attested by one of its duly authorized officers, and its corporate seal to be hereunto affixed, all as of the date flrst above written CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY By President, Board of Directors ATTEST Secretary, Board of D~rectors (SEAL) FIRST STATE BANK OF DENTON, TRUSTEE By Title ATTEST T~tle (SEAL) 20